CimpleSoft work order K2509 SSCD posting.pdf

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Work Order No. K2509 Under

Master Contract No. 08215, Category 2 – IT Business Analysis

By and between Washington State Gambling Commission

And CimpleSquare LLC d.b.a. CimpleSoft

This Work Order (“Contract”) is made and entered into by and between the State of Washington acting by and through the Washington State Gambling Commission, a Washington State governmental agency (GMB) and CimpleSquare, a Limited Liability Company, (“Contractor”) and is dated and effective as of December 1, 2024 or last date of execution, whichever is later.

Recitals A. Pursuant to statutory authority provided in RCW Chapter 39.26, the Washington State

Department of Enterprise Services (DES) developed, solicited, and established a Master Contract for IT Professional Services (Master Contract No. 08215).

B. Master Contract No. 08215 for IT Professional Services enables Vendors to prequalify to compete for specified contract services under this Master Contract. Vendor competed and prequalified.

C. Pursuant to the Master Contract, state agencies and other eligible users of the Master Contract are able to engage eligible Vendors through a second-tier competitive procurement that results in a Contract for a specific project. Accordingly, on October 3, 2022, GMB conducted a public procurement R2303 under Master Contract No. 08215 for GMB to purchase the services of technical resources to augment their existing IT team.

D. Vendor provided a timely response to such solicitation dated October 20, 2022.

E. The Parties entered into a one-year contract and extended that contract for one year.

F. Parties now desire to enter into this contract to maintain continuity of services.

Agreement Now Therefore, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. Term The term of this Contract is for a twelve (12) month term commencing on December 1, 2024 or last date of execution, whichever is later, and ending November 30, 2025. Subject to mutual agreement, the term of the Contract may be extended for up to one additional one-year period.

2. Scope – Included services and price

2.1. Contract scope

Pursuant to this Contract, Contractor is authorized to provide only those services set forth in Exhibit A – Included Services & Performance Requirements for the prices set forth in Exhibit B – Prices for Services.

2.2. State’s ability to modify scope of contract

Subject to mutual agreement between the parties, GMB reserves the right to modify the services included in this Contract; Provided, however, that any such modification shall be posti ng not v ali d fo r s ign atu re effective only upon ten (10) days advance written notice; and provided further, that any such modification must be within the scope of the Competitive Solicitation and this Contract.

2.3. Price ceiling

Although Contractor may offer lower prices to GMB, during the term of this Contract, Contractor guarantees to provide the Services at no greater than the prices set forth in Exhibit B - Prices for Services.

3. Contractor representations and warranties

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

3.1. Qualified to do business

Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington State Department of Revenue and the Washington Secretary of State, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.

3.2. Suspension & debarment

Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental Contract by any governmental department or agency within the United States.

3.3. Performance of services

a. Contractor represents and warrants that in performing this Contract, Contractor shall:

b. Perform its obligations in a timely, professional, and workmanlike manner consistent with standards in the profession;

c. Meet or exceed the performance and operational standards and specifications in this

Contract;

d. Provide all contractual requirements in good quality with no material defects;

e. Not interfere with the State’s operations;

f. Obtain and maintain all necessary licenses, certifications, permits, or other authorizations necessary for the performance of the Contract;

g. Cooperate with GMB to achieve the objectives of the Contract;

h. Return to GMB any agency-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract;

i. Comply with all Washington State physical and IT security policies and standards which will be made available upon request; and

j. Provide GMB priority in performance of this Contract except as mandated by federal disaster response requirements.

Notwithstanding any provision to the contrary, any breach under this paragraph is considered a material breach.

3.4. Wage violations

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.

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3.5. Tools, equipment, personnel, & supplies

Contractor represents and warrants, as previously certified in Contractor’s Bidder Certification, that Contractor possess all necessary personnel to fulfill the roles outlined in the solicitation.

3.6. Executive Order 18-03 – Workers’ Rights

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.

3.7. Washington small business

Contractor represents and warrants, as certified in a Small Business Certification, that Contractor qualifies as a Washington Small Business pursuant to RCW 39.26.010.

3.8. Procurement ethics & prohibition on gifts

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

3.9. Washington’s Electronic Business Solution (WEBS)

Contractor represents and warrants that it is registered in Washington’s Electronic Business Solution (WEBS), Washington’s Contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Master Contract, Contractor shall maintain an accurate profile in WEBS.

3.10. Statewide payee desk

Contractor represents and warrants that it is registered with the Statewide Payee Desk, which registration is a condition to payment.

3.11. Advertising and endorsement

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

3.12. Contract transition

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

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4. Nondiscrimination

4.1. Nondiscrimination requirement

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

4.2. Obligation to cooperate

Contractor, including any SUBCONTRACTORS, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any SUBCONTRACTORS, has engaged in discrimination prohibited by this contract pursuant to RCW 49.60.530(3).

4.3. Default

Notwithstanding any provision to the contrary, GMB may suspend Contractor, including any SUBCONTRACTORS, 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 GMB receives notification that CONTRACTOR, including any SUBCONTRACTORS, is cooperating with the investigating state agency. In the event Contractor, or SUBCONTRACTORS, is determined to have engaged in discrimination identified at RCW 49.60.530(3), GMB may terminate this contract in whole or in part, and Contractor, SUBCONTRACTORS, or both, may be referred for debarment as provided in RCW 39.26.200. CONTRACTOR or SUBCONTRACTORS 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.

4.4. Remedies for breach

Notwithstanding any provision to the contrary, in the event of contract termination or suspension for engaging in discrimination, Contractor, SUBCONTRACTORS, 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. GMB shall have the right to deduct from any monies due to Contractor or SUBCONTRACTORS, or that thereafter become due, an amount for damages Contractor or SUBCONTRACTORS will owe GMB for default under this provision.

5. Performance of services

5.1. Performance requirements

Contractor must ensure that its services are performed as required by this Contract, including, without limitation, the requirements set forth in Exhibit A.

5.2. Delivery of services

Contractor understands and acknowledges that, Contractor may be required, upon request, to perform contracted services on-site at GMB’s location in Lacey, Washington. On-site services may include, but not limited to, attending meetings at GMB’s location. Prices set forth in Exhibit B – Prices for Goods/Services shall include costs associated to the delivery of such services on-site at GMB’s location.

5.3. Memo of understanding

Any communications that the GMB contract manager determines to address more than day-to-day concerns, but do not modify the terms of the Contract, shall be documented by a written, numbered Memo of Understanding.

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5.4. Technology equipment and access

While on GMB premises, GMB is responsible for providing all equipment and access required to perform services as defined in this contract, including but not limited to video conferencing ability using webinar platforms such as Microsoft Teams. While working remotely, Contractor is responsible for providing internet connectivity; GMB remains responsible for providing all equipment and access to previously mentioned systems.

5.5. Treatment of assets

Title to all property furnished by Purchaser shall remain in GMB’s name. Any property of GMB furnished to the Contractor shall, unless otherwise provided in this Contract, or approved by Purchaser, be used only for the performance of this Contract.

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

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

The Contractor shall surrender to GMB all property of GMB prior to settlement upon completion, termination, or cancellation of this Contract.

All reference to the Contractor under this clause shall include any of the Contractor’s employees, agents, or subcontractors.

5.6. On site requirements

a. While on GMB premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with GMB’s physical, fire, access, safety, and security requirements.

b. Contractor must maintain a secure environment while providing services, whether at GMB’s location or via virtual access. Contractor must comply with all security regulations and special working conditions as required by GMB, including but not limited to each of the items in the access card agreement, confidentiality agreement, policy acknowledgement form, and Criminal Justice Information Services (CJIS) Security Addendum and Certification.

c. Prior to Contractor’s agents, employees, or subcontractors having unescorted access to GMB locations or access to GMB systems, they must:

i. Successfully complete GMB-conducted state and national fingerprint-based background check;

ii. Read the CJIS Security Addendum and agency policies provided;

iii. Sign the following:

1. Access card agreement;

2. CJIS Security Addendum Certification;

3. Confidentiality agreement; and

4. Policy acknowledgement form;

iv. Complete a GMB-approved Security Awareness Training (required every year);

and

v. Be issued an access card, which includes consenting to having their photo taken and printed onto an access card.

d. GMB has sole discretion to deny access to any Contractor agent, employee, or subcontractor, and may revoke any previously granted access at any time.

e. Contractor must establish and implement methods of ensuring that all access cards issued to Contractor‘s agents, employees, or subcontractors by GMB are not lost or misplaced and are not used by unauthorized persons. GMB-issued access cards issued to the Contractor ‘s agents, employees, or subcontractors must not be duplicated.

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Contractor must develop procedures covering GMB access card control and must provide copies of such procedures to GMB upon request.

f. Contractor must notify GMB immediately at 360-486-3440 and by notification to the contract manager if a GMB access card is misplaced or lost. Contractor must ensure that GMB access cards MUST be always worn or attached to an outer garment by each Contractor agent, employee, or Subcontractor while at GMB’s location.

g. Contractor MUST not allow anyone into GMB’s facility other than those Contractor agents, employees or subcontractors approved for performing services at GMB’s location. Visitors that MUST not be allowed into GMB’s facility by Contractor and its agents, employees or subcontractors include but are not limited to other Contractor agents, employees, or subcontractors who have not been approved by GMB, and their significant others, children, and friends.

h. While on GMB premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with GMB’s physical, fire, access, safety, and security requirements.

i. Contractor must maintain a secure environment while providing services at GMB’s location. Contractor must comply with all security regulations and special working conditions as required by GMB, including but not limited to each of the items in the access card agreement.

j. Prior to Contractor’s agents, employees, or subcontractors having unescorted access to GMB locations or access to GMB systems, they must:

i. Successfully complete GMB-conducted state and national fingerprint-based background check;

ii. Sign the following:

1. Access card agreement;

2. Confidentiality agreement; and

3. Policy acknowledgement form;

iii. Complete a GMB-approved Security Awareness Training (required every two years); and

iv. Be issued an access card, which includes consenting to having their photo taken and printed onto an access card.

k. GMB has sole discretion to deny access to any Contractor agent, employee, or subcontractor, and may revoke any previously granted access at any time.

l. Contractor must establish and implement methods of ensuring that all access cards issued to Contractor‘s agents, employees, or subcontractors by GMB are not lost or misplaced and are not used by unauthorized persons. GMB-issued access cards issued to the Contractor ‘s agents, employees, or subcontractors must not be duplicated.

Contractor must develop procedures covering GMB access card control and must provide copies of such procedures to GMB upon request.

m. Contractor must notify GMB immediately at (360) 486-3440 and by notification to the contract manager if a GMB access card is misplaced or lost. Contractor must ensure that GMB access cards MUST be always worn or attached to the outer garment by each Contractor agent, employee, or Subcontractor while at GMB’s location.

n. Contractor MUST not allow anyone into GMB’s facility other than those Contractor agents, employees or subcontractors approved for performing services at GMB’s location. Visitors that MUST not be allowed into GMB’s facility by Contractor and its agents, employees or subcontractors include but are not limited to other Contractor agents, employees, or subcontractors who have not been approved by GMB, and their significant others, children, and friends.

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5.7. Contractor safety plan

If requested by GMB, Contractor shall provide GMB with a copy of Contractor’s current health/safety plan. GMB reserves the right to condition access to its premises upon receipt of Contractor’s health/safety plan.

5.8. Ownership of deliverables

Notwithstanding any provision to the contrary, the parties understand and agree that GMB shall own all rights to any plans, reports, or other deliverables provided to GMB pursuant to this Contract. The copyright in all works of authorship created pursuant to this Contract shall be owned by the State of Washington. All such works or portions of works created by the Contractor are hereby agreed to be "works made for hire" within the meaning of 17 U.S.C. § 201. If, however, the State of Washington is not able to obtain copyright ownership under the statutory provisions for "works made for hire," then Contractor hereby assigns to State of Washington all right, title, and interest in: (a) the copyright to Contractor’s work of authorship ("Work") and contribution to any such Work ("Contribution"); (b) any registrations and copyright applications, along with any renewals and extensions thereof, relating to the Contribution or the Work; (c) all works based upon, derived from, or incorporating the Contribution or the Work; (d) all income, royalties, damages, claims and payments now or hereafter due or payable with respect to the Contribution or the Work;

(e) all causes of action, either in law or in equity, for past, present, or future infringement of copyright related to the Contribution or the Work, and all rights corresponding to any of the foregoing, throughout the world. In addition, to the extent any applicable law or treaty prohibits the transfer or assignment of any moral rights or rights of restraint the Contractor has in the Contribution or the Work, the Contractor waives those rights as to State of Washington, its successors, licensees, and assigns.

5.9. Contractor key staff changes

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

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

GMB must be notified of any change in Contractor Key Staff as soon as practicable but in no event less than five (5) working days after removal of such staff from their duties in support of this Contract. Contractor must provide resumes and describe the roles and responsibilities of any replacement staff to GMB as soon as practicable but in no event less than five (5) working days prior to the date that such staff begin work under this Contract.

GMB reserves the right, in its sole judgement, to approve or reject such replacement staff.

GMB ’s approval of such staff will not be unreasonably withheld.

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6. Invoicing & payment

6.1. Contractor invoice. Contractor shall submit to GMB’s designated invoicing contact properly itemized invoices. Such invoices shall itemize the following:

a. Work Order No. K2509;

b. Statement of Work number;

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

d. Contractor’s Federal Tax Identification Number;

e. Description of Services and Deliverables provided, including resource name and hours;

f. Net invoice Price for each Service or Deliverables;

g. Applicable taxes;

h. Total invoice amount; and

i. Payment terms, including any available prompt payment discounts.

Contractor’s invoices for payment shall reflect accurate Contract prices. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. GMB shall have no obligation to pay Contractor for any services that do not comply with this Contract.

6.2. Payment

Payment is the sole responsibility of, and will be made by, GMB. Payment is due within thirty (30) days of invoice. If GMB fails to make timely payment(s), Contractor may invoice GMB in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the time specified.

6.3. Overpayments

Contractor promptly shall refund to GMB the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that GMB shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, GMB may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor.

6.4. No advance payment

No advance payments shall be made for any products or services furnished by Contractor pursuant to this Contract.

6.5. No additional charges

Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing.

6.6. Taxes/Fees

Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, GMB shall pay applicable sales tax imposed by the State of Washington on purchased services. Contractor, however, shall not make any charge for federal excise taxes and GMB agrees to furnish Contractor with an exemption certificate where appropriate.

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7. Contract management

7.1. Contract administration & notices

Including legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of contract administration for this Contract. GMB’s contract administrator shall provide contract administrative oversight.

Contractor’s contract administrator shall be Contractor’s principal contact for invoice/billing activities under this Contract.

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

CimpleSoft Gurdeep Sembhi 2208 NW Market St Seattle, WA 98107 206.491.2063 GSembhi@CimpleSoft.com

Gambling Commission Kriscinda Hansen PO Box 42400 Olympia, WA 98504-2400 360.486.3490 Kriscinda.Hansen@wsgc.wa.gov

From time to time, CONTRACTOR or AGENCY contacts may change. Any change to the CONTRACTOR or AGENCY representative listed above must be provided to the other party by email notification. The party in receipt of the change notice will confirm receipt of the notice by email notification to the party initiating the change.

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

7.2. Contractor customer service representative

Contractor shall designate a customer service representative (and inform GMB of the same) who shall be responsible for addressing GMB’s issues pertaining to this Contract.

7.3. Legal notices

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

CimpleSoft Gurdeep Sembhi 2208 NW Market St Seattle, WA 98107 206.491.2063 GSembhi@CimpleSoft.com

Gambling Commission Kriscinda Hansen PO Box 42400 Olympia, WA 98504-2400 360.486.3490 Kriscinda.Hansen@wsgc.wa.gov

8. Records retention & audits

8.1. Records retention

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

8.2. Audit

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

8.3. Overpayment of purchases

Without limiting any other remedy available to GMB, Contractor shall reimburse GMB for any overpayments inconsistent with the terms of this Contract, at a rate of 125% of such overpayments, found as a result of the examination of the Contractor’s records.

9. Insurance

9.1. Required insurance

During the Term of this Contract, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit C– Insurance Requirements.

9.2. Workers compensation

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

10. Claims

10.1. Assumption of risks; Claims between the parties

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

10.2. Third-Party claims; Indemnity

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless GMB and its employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “claims”) arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Contract, except claims caused solely by GMB’s negligence. Contractor shall take all steps needed to keep GMB’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed.

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

12. Suspension & termination; Remedies

12.1. Suspension & Termination for Default

GMB may suspend Contractor’s operations under this Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to GMB’s reasonable satisfaction; Provided, however, that, if after twenty (20) days from such a suspension notice, Contractor remains in default, GMB may terminate Contractor’s rights under this Contract. All of Contractor’s obligations to GMB survive termination of Contractor’s rights under this Contract, until such obligations have been fulfilled.

12.2. Default

Each of the following events shall constitute default of this Contract by Contractor:

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

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

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

12.3. Remedies for default

(a) GMB’s rights to suspend and terminate Contractor’s rights under this Contract are in addition to all other available remedies.

(b) In the event of termination for default, GMB may exercise any remedy provided by law including, without limitation, the right to procure replacement services. In such event, Contractor shall be liable to GMB 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.

12.4. Limitation on damages

Notwithstanding any provision to the contrary, the parties agree that in no event shall any party be liable to the other for exemplary or punitive damages.

12.5. Governmental termination

(a) Termination for withdrawal of authority

GMB may suspend or terminate this Contract if, during the term hereof, GMB’s procurement authority is withdrawn, reduced, or limited such that GMB, 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 GMB from payment for 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 posti ng not v ali d fo r s ign atu re for withdrawal of authority, GMB shall not have any obligation or liability to Contractor.

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

12.6. 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.

13. General provisions

13.1. Time is of the essence

Time is of the essence for each and every provision of this Contract.

13.2. Compliance with law

Contractor shall comply with all applicable law.

13.3. Integrated agreement

This Contract constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein.

13.4. Amendment or modification

Except as set forth herein, this Contract may not be amended or modified except in writing and signed by a duly authorized representative of each party.

13.5. Authority

Each party to this Contract, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Contract and that its execution, delivery, and performance of this Contract has been fully authorized and approved, and that no further approvals or consents are required to bind such party.

13.6. No agency

The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Contract. Neither party is an agent of the other party nor authorized to obligate it.

13.7. Assignments

Contractor may not assign its rights under this Contract without GMB’s prior written consent and GMB may consider any attempted assignment without such consent to be void;

Provided, however, that, if Contractor provides written notice to GMB within thirty (30) days, Contractor may assign its rights under this Contract in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Contract notwithstanding any prior assignment of its rights.

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13.8. Binding effect; Successors & assigns

This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

13.9. Public information

This Contract and all related documents are subject to public disclosure as required by Washington’s Public Records Act, RCW 42.56.

13.10. Assignment of antitrust rights regarding purchased goods/services Contractor irrevocably assigns to GMB, on behalf of the State of Washington, any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any services provided in Washington for the purpose of carrying out the Contractor’s obligations under this Contract, including, at GMB’s option, the right to control any such litigation on such claim for relief or cause of action.

13.11. Force majeure

Except for payment of sums due, neither party shall be liable to the other or deemed in breach under this Contract if, and to the extent that, such party's performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that causes a delay that is beyond the control of the party affected and could not have been avoided by exercising reasonable diligence. Force majeure shall include acts of God, war, riots, strikes, fire, floods, epidemics, or other similar occurrences. If either party is delayed by force majeure, said party shall provide written notification within forty-eight (48) hours. The notification shall provide evidence of the force majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and written notification of same shall likewise be provided. So far as consistent with the rights reserved below, the time of completion shall be extended by Contract amendment for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this Contract. Notwithstanding any provision to the contrary, in the event that a Contractor-declared force majeure event lasts for more than thirty (30) days, GMB shall have the right to terminate the Contract and/or purchase the services set forth in this Contract; Provided, however, that in such event, Contractor shall not be liable to GMB for any price difference for such services.

13.12. Federal funds

To the extent that GMB uses federal funds to purchase services pursuant to this Contract, GMB shall specify any applicable requirement or certification that must be satisfied by Contractor as a condition of payment and Contractor shall adhere to such applicable federal requirements and/or certifications.

13.13. Severability

If any provision of this Contract is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Contract, and to this end the provisions of this Contract are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Contract.

13.14. Waiver

Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Contract, nor shall any purported oral modification or rescission of this Contract by either party operate as a waiver of any of the terms hereof.

No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute posti ng not v ali d fo r s ign atu re waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision.

13.15. Survival

All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Contract shall survive and remain in effect following the expiration or termination of this Contract, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods.

13.16. Governing law

The validity, construction, performance, and enforcement of this Contract shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules.

13.17. Jurisdiction & venue

In the event that any action is brought to enforce any provision of this Contract, the parties agree to submit to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington.

13.18. Attorneys’ fees

In the event of litigation or other action brought to enforce the terms of this Contract or alternative dispute process, each party agrees to bear its own attorneys’ fees and costs.

13.19. Fair construction & interpretation

The provisions of this Contract shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Contract. Each party hereto and its counsel has reviewed and revised this Contract and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Contract. Each term and provision of this Contract to be performed by either party shall be construed to be both a covenant and a condition.

13.20. Further assurances

In addition to the actions specifically mentioned in this Contract, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Contract including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Contract.

13.21. Exhibits

All exhibits referred to herein are deemed to be incorporated in this Contract in their entirety.

13.22. Captions & headings

The captions and headings in this Contract are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Contract nor the meaning of any provisions hereof.

13.23. 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 must be resolved by giving precedence in the following order:

1. Applicable federal and state of Washington statutes and regulations;

2. Special terms and conditions as contained in this basic contract instrument;

3. Exhibit A – Included Services & Performance Requirements;

4. Exhibit B – Prices for Performance Requirements posti ng not v ali d fo r s ign atu re

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

13.24. Electronic signatures

An electronic signature or electronic record of this Contract or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Contract or such other ancillary agreement for all purposes.

13.25. Counterparts

This Contract may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Contract at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Contract.

Executed as of the date and year first above written.

CimpleSquare, LLC Gambling Commission

Signature Signature

Name Name

Director Title Title

Date Date posti ng not v ali d fo r s ign atu re

Exhibit A Included services & performance requirements

1. Statement of work

a. Introduction/Background GMB is in need of technical resources in business analysis to augment the existing IT team during the agency’s IT systems modernization project.

The purpose of the modernization project is to replace end-of-life systems that do not adequately meet business needs. GMB currently uses three separate mission-critical systems that are mostly independent of one another. The goal of modernization is to improve staff efficiency, reduce errors, an provide opportunity to integrate manually completed business processes into a new system.

In addition to this modernization endeavour, IT staff must also continue to provide customer service and maintain the functionality of the existing core applications and infrastructure. As a small agency, this results in insufficient internal resources to complete both tasks.

b. Scope of work Selected resources will provide business analyst expertise for the modernization project as needed.

GMB and Contractor will partner to develop and agree upon a Statement of Work (SOW), resources, deliverables, and compensation prior to each period of time that resource(s) are needed. Resources will be directed by a technical lead designated by the Purchaser.

Substitute resources must be pre-approved, in writing, by GMB.

c. Period of performance The period of performance for this Work Order is no longer than one year beginning on December 1, 2024, or last date of signature, through November 30,2025.

GMB reserves the right to amend, at its sole discretion, for one (1) additional one-year period, for a total period of performance not to exceed two (2) years.

d. Place of performance Work may be performed remotely or at the GMB office located at 4565 7th Avenue SE Lacey, WA 98503.

e. Work requirements

All resources submitted for consideration for Statements of Work must have expert level knowledge and demonstrated experience in the specific areas listed below under each resource type. Expert level is defined as four or more years of experience in the last six years.

Desired experience for all resources Experience working collaboratively within a team using Agile and Scrum framework.

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Business Analyst Required areas of expertise

• Facilitating requirements gathering sessions with business users and stakeholders to elicit, analyze, and document business, IT, organizational, and/or operational requirements

• Analyzing current vs. future state by using process modeling techniques

• Analyzing current and requested system functionality to identify risks and gaps and provide alternate solutions

• Applying BABOK techniques

• Communicating technical information to audiences with various technical knowledge

• Preparing requirement and specification documentation

• Translating business and functional requirements and specifications into technical requirements

• Translating requirements into user stories and acceptance criteria

• Experience as a business analyst working with multiple departments in a large organization

• Creation and maintenance of BABOK framework deliverables

Desired expertise/experience

• Expert knowledge using SPARX Enterprise or similar

• Experience in Unified Modeling Language version 2

• Bachelor’s Degree in business analysis OR hold one of the following certifications:

PMI-PBA, IIBA CCBA, IIBA CBAP

• Certification as Lean Six Sigma green belt or higher

• Six or more years serving as a business analyst within an Enterprise organization

f. Schedule/Milestones

Schedules and/or milestones will be identified during the development of Statements of Work.

g. Acceptance Criteria

Prior to work commencing for each Phase, Purchaser and Contractor will develop and execute one or more mutually agreed-upon Statement of Work (SOW). Each SOW, will contain, at a minimum:

• Contract reference number

• Description of scope of services, and work to be performed,

• Defined timeline and period of performance for the SOW,

• Defined maximum hours and payment terms, and

• Signature block for both parties.

The terms and conditions of any SOW cannot conflict with the terms and…