Contract Draft for OATI -Posted.docx

CONTRACT No. Click or tap here to enter text.

CONTRACT FOR SERVICES

BETWEEN

STATE OF WASHINGTON, DEPARTMENT OF ECOLOGY

AND

OPEN ACCESS TECHNOLOGY INTERNATIONAL, INC.

This Contract (“Contract”) is made and entered into by and between the state of Washington, Department of Ecology, referred to as “ECOLOGY,” and the below named firm, referred to as “OATI” OR “CONTRACTOR.”

PURPOSE

The purpose of this Contract is for subscription services to provide annual data on electricity transmitted into and out of the state of Washington to allow Ecology to verify which electric power entities have imported and exported electricity. Ecology requires this data to facilitate the tracking of its progress towards achieving the greenhouse gas emissions state cap under the Cap-and-Invest program, and for the accurate provision of no cost allowances to electric utilities.

SCOPE OF WORK

a) CONTRACTOR will provide a Subscription Service for Data as set forth in Appendix A, Statement of Work and Deliverables.

b) Appendix B, Price Schedule, is attached hereto and incorporated by reference.

c) Appendix C, Special Terms and Conditions, is attached hereto and incorporated by reference. It contains the Special Terms and Conditions governing work to be performed under this Contract, the nature of the working relationship between ECOLOGY and the CONTRACTOR, and specific obligations of both parties.

d) Appendix D, General Terms and Conditions, is attached hereto and incorporated by reference. It contains the General Terms and Conditions governing work to be performed under this Contract, the nature of the working relationship between ECOLOGY and the CONTRACTOR, and specific obligations of both parties.

PERIOD OF PERFORMANCE

The period of performance of this Contract will commence on June 12, 2024 (or the date of final signature, whichever comes later) and be completed by June 30, 2025 (one-year initial term), unless the Contract is terminated sooner as provided herein.

Amendments extending the period of performance, if any, shall be exercised at the sole discretion of ECOLOGY.

Ecology may opt to extend the contract for an additional two (2) times in two (2) year increments or portions therein if required. Ecology determines that each optional additional two-year extension may result in an estimated increase of $15,000 (or slightly higher) consideration being added to the total contract value. Amendments may be necessary to add additional reports to validate reporting in future years as biennium funding becomes available. The parties may negotiate an amended Statement of Work. Any such Statement of Work is contingent upon the availability of funding and agreement of the parties.

The provisions of Chapter 39.26 RCW require the agency to file this sole source contract with the Department of Enterprise Services (DES) for approval. The effective date of this contract is upon DES approval of the contract, the tenth (10th) working day after it is filed with DES, or as agreed between the parties, whichever is later.

TOTAL COMPENSATION

Total compensation payable to CONTRACTOR for satisfactory performance of the work performed under this Contract shall not exceed forty-one thousand eight hundred seventy-one dollars ($41,871.00). Currently no sales tax applies, but in the event OATI services become subject to sales tax, and any such sales tax will be separately stated and added to each invoice and the total compensation amount shall be increased to cover such sales tax.

The source of funds for this Contract is the Climate Commitment Account, and in addition, may include other available funding sources. The CONTRACTOR agrees to comply with all applicable rules and regulations associated with these funds. No payment in advance or in anticipation of services or supplies will be provided under this contract.

Contractor’s compensation for services rendered shall be based on the schedule set forth in Appendix B, Price Schedule.

PERFORMANCE-BASED CONTRACT

This is a performance-based contract, under which payment is based on the successful completion of expected deliverables. Compensation is for the work provided in accordance RCW 39.26.180(3). The parties have determined that the cost of accomplishing the work herein will not exceed the Total Compensation identified herein. Payment for satisfactory performance of the work shall not exceed this amount unless the parties mutually agree to a higher amount via an amendment. Compensation for services shall be based on the tasks identified in the statement of work and budget. ECOLOGY will not make payment until it has reviewed and accepted the completed work.

ECOLOGY may, at its sole discretion, terminate or suspend this Contract or withhold payments claimed by the CONTRACTOR for services rendered, if the CONTRACTOR fails to satisfactorily comply with any term or condition of this Contract.

BILLING AND PAYMENT PROCEDURES

Payment requests shall be submitted on state form, Invoice Voucher A19-1A. Invoice voucher shall reference the Contract number and clearly identify those items that relate to performance under this Contract. Invoice shall describe and document the milestone and recurring fees.

Send Invoices to:

State of Washington Department of Ecology Climate Pollution Reduction Program Attn: Lindsey Kennelly PO Box 47600 Olympia, WA 98504-7600 lindsey.kennelly@ecy.wa.gov Payment requests may be submitted on execution of the agreement, and annually thereafter. Upon expiration of this Contract, any claim for payment not already made shall be submitted to ECOLOGY within thirty (30) days after the expiration date.

Payment shall be made within thirty (30) days of submission of a properly completed invoice, form A19-1A. Payment shall be considered timely if made by ECOLOGY within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the CONTRACTOR.

Payment will be issued through Washington State’s Office of Financial Management’s Statewide Payee Desk. To receive payment, the CONTRACTOR must register as a statewide vendor by submitting a statewide vendor registration form and an IRS W-9 form at website, Statewide Vendor/Payee Services | Office of Financial Management (wa.gov). For questions about the vendor registration process, contact Statewide Payee Help Desk at (360) 407-8180 or email PayeeRegistration@ofm.wa.gov.

CONTRACT MANAGEMENT

The Contract Manager for each of the parties shall be the contact person for all communications, notifications, and billing questions regarding the performance of this Contract. Each party agrees that if there is a change in representatives, they will promptly notify the other party in writing. Such changes do not require a contract amendment.

State of Washington, Department of Ecology Contract No.

Contractor Name: Open Access Technology International, Inc. (OATI)

VERSION 1/252024

VERSION 1/25/2024

ECOLOGY Contract Manager is:

Name: Lindsey Kennelly Program Name: Climate Pollution Reduction Program Address: 300 Desmond Dr. SE, Lacey, WA 98503 Mailing Address: PO Box 47600, Olympia, WA 98504-7600 Phone: (360) 584-7426 E-mail address: lindsey.kennelly@ecy.wa.gov CONTRACTOR Contract Manager is:

Name: Contracts Administration Contractor Name: Open Access Technology International, Inc.

Address: 7901 Computer Avenue City, State Zip Code: Bloomington, MN 55435 Phone: (763) 201-2000 E-mail address: contracts@oati.net

INSURANCE

CONTRACTOR shall provide and maintain insurance coverage as set out in this section. The required insurance shall apply to claims arising from any negligent acts or omissions of the CONTRACTOR or its officers and employees, while performing under the terms of this Contract.

A. General Requirements:

1. Proof of Insurance: Upon request, the CONTRACTOR shall furnish evidence in the form of a certificate of insurance satisfactory to the state of Washington that insurance has been secured in the following kinds and for no less than the minimum amounts specified. Failure to provide proof of insurance, as required, will result in contract cancellation, but only after ECOLOGY gives the CONTRACTOR at least ten (10) business days to cure the deficiency. Certificates of insurance shall identify the Contract reference number.

2. Subcontractors: Upon request, the CONTRACTOR shall furnish separate Certificates of Insurance and endorsements for each Subcontractor. Failure of Subcontractor(s) to comply with these insurance requirements does not limit CONTRACTOR’s liability or responsibility.

3. Primary Coverage: All insurance provided in compliance with this Contract shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the State.

4. Notice of Policy Cancellation for Non-payment of Premium: If cancellation of any policy is due to non-payment of premium, a written notice shall be given to the ECOLOGY Contract Manager or designee at least ten (10) calendar days prior to effective date of the cancellation. Written notice shall identify the Contract reference number.

5. Notice of Policy Cancellation/Non-renewal: For insurers subject to state of Washington, Chapter 48.18 RCW (admitted and regulated by the Washington State Insurance Commissioner) a written notice shall be given to the ECOLOGY Contract Manager or designee within 45 calendar days prior to the effective date of the cancellation or any material change to the policy(ies) as it relates to this Contract. Written notice shall identify the Contract reference number.

B. Specific Minimum Requirements:

CONTRACTOR shall, at its own expense, obtain and keep in force at least the minimum insurance limits as follows until completion or termination of the Contract. If the CONTRACTOR maintains higher limits than the minimums shown below, the state of Washington requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specific minimum limits of insurance and coverage shall be available to the state of Washington.

1. Commercial General Liability Insurance: The CONTRACTOR shall at all times during the term of this Contract, carry and maintain commercial general liability insurance and if necessary, commercial umbrella insurance, for bodily injury and property damage arising out of goods/services provided under this Contract. This insurance shall cover such claims as may be caused by any act, omission, or negligence of the CONTRACTOR or its officers and employees.

The insurance shall also cover bodily injury, including disease, illness, and death, and property damage arising out of the CONTRACTOR’s premises/operations, independent contractors, products/completed operations, personal injury and advertising injury, and contractual liability, and contain separation of insured’s (cross liability) conditions.

CONTRACTOR waives all rights against the state of Washington for the recovery of damages to the extent they are covered by general liability or umbrella insurance, unless due to the negligence of the state of Washington.

The limits of Commercial General Liability Insurance shall not be less than as follows:

State of Washington, Department of Ecology Contract No.

Contractor Name: Open Access Technology International, Inc. (OATI)

2. Automobile Liability Insurance: Automobile liability insurance will be required if services delivered pursuant to this Contract involve the use of vehicles.

CONTRACTOR shall maintain automobile liability insurance and, if necessary, commercial umbrella liability insurance with a combined single limit of one million dollars per accident. The automobile liability shall include for “Any Auto.”

CONTRACTOR waives all rights against the state of Washington for the recovery of damages to the extent they are covered by automobile liability or commercial umbrella liability insurance, unless due to the negligence of the state of Washington.

3. Applicable Worker’s Compensation coverage under Minnesota state law.

C. Additional Insurance Provisions:

All above insurance policies shall include, but not be limited to, the following provisions:

1. Insurance Carrier Rating: The insurance shall be issued by an insurance company authorized to do business within the state of Washington. Insurance company shall have a rating of A-Class VII or better in the most recently published edition of Best’s Reports. Any exception must be reviewed and approved by the Risk Manager for the state of Washington, by submitting a copy of the Contract and evidence of insurance before Contract commencement. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and Chapter 284-15 WAC.

2. Additional Insured: Unless restricted by law, the state of Washington and all authorized purchasers shall be named as an additional insured on all general liability insurance policies. All policies, except the Employer’s Liability, shall be primary over any other valid and collectable insurance.

3. Surplus Lines: For insurers subject to Chapter 48.15 RCW (Surplus Lines) a written notice shall be given to ECOLOGY Contract Manager or designee 20 calendar days prior to cancellation or any material change to the policy(ies) as it relates to this Contract. Written notice shall identify the Contract reference number.

4. Excess Coverage: CONTRACTOR shall provide no less than the minimum specified limit amounts of all required insurances. However, coverage in the amounts of these minimum limits shall not be construed to relieve the CONTRACTOR from liability in excess of such limits.

5. Limit Adjustments: ECOLOGY reserves the right to increase or decrease limits as appropriate during the Contract term, the revised limits will be mutually agreed to between the Parties.

ASSURANCES

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

CONFORMANCE

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.

ORDER OF PRECEDENCE

In the event of an inconsistency in the terms of this Contract, or between the terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order:

· Applicable federal and state of Washington statutes and regulations.

· Mutually agreed written amendments to this Contract.

· This Contract, no. .

· Appendix A – Statement of Work and Deliverables.

· Appendix B – Price Schedule.

· Appendix C – Special Terms and Conditions.

· Appendix D – General Terms and Conditions.

· Any other provision, term, or material incorporated 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.

APPROVAL

This Contract shall be subject to the written approval of ECOLOGY’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.

The signatories to this Contract represent that they have the authority to execute this Contract.

IN WITNESS WHEREOF, the parties below, having read this Contract in its entirety, including all attachments, do agree in each and every particular as indicated by their below signatures.

State of Washington Department of Ecology By:

Signature Date Joel Creswell Print Name Program Manager Title

Open Access Technology International, Inc.

By:

Signature Date Sasan Mokhtari, Ph.D.

Print Name President & CEO Title

APPENDIX A

STATEMENT OF WORK AND DELIVERABLES

The following is based upon the principles outlined in the following documents:

· Consideration of Electricity Imports and Determination of the Electricity Importer Under the Climate Commitment Act, dated March 1, 2023

· Interim Guidance for Electric Power Entity Reporting, August 2023, Publication No. 23-02-090

OATI will provide annual summaries of electricity import and export transactions per functional specifications agreed to by Ecology and OATI for each calendar year stipulated by the contract. Each set of calendar-year reports will be provided by April 30 each year for transactions conducted the year prior, provided that Ecology furnishes any updates to functional specifications to OATI by March 1 of that same year. The initial annual transactional summaries will provide data for reporting years 2022 and 2023, expected to be delivered within 45 days of the signing of this document. 2024 data will be provided in 2025. The content and format of each year of summarized electricity transactions will be defined in the functional specifications and will be provided in not more than four reports.

The data to produce these reports will come from the e-Tag Approval Service of each Balancing Authority located in the state of Washington, using the values from the e-Tags. It is the responsibility of the Department of Ecology to provide written approval to use the e-Tag data from the e-Tag Approval Service to OATI from each Balancing Authority physically located within the state of Washington prior to OATI providing any reports to the Department of Ecology. The technical specifications utilized for e-Tags is currently managed solely by the North American Energy Standards Board.

At the outset of the contract, OATI will the develop the functional specifications, the report formats, configuration of the reports within the OATI Data Centers utilizing OATI infrastructure, testing, and validation of the reports with the Department of Ecology.

The data provided by OATI will allow the Department of Ecology to verify which entities that imported or exported electricity have, or have not, reported through the Washington State reporting process.

Without this mechanism, for independent verification a new importer of electricity that does not already report to the Department of Ecology will not be identified and will incur a significant cost advantage in the wholesale electricity markets. In the absence of these control totals check, EPEs could avoid obligations by simply not reporting.

Task 1: Functional Specifications

Deliverable 1.1: Development of the functional specifications, report templates, configuration of the reports within the OATI Data Centers, testing and validation.

Task 2: Annual electricity transaction summaries

Contractor shall deliver annual summaries to the Department of Ecology for 2022, 2023, and 2024 in the following structure.

1. Statewide Totals by Transaction Type: A Report showing the net import/export megawatt hours (MWh) values for Washington - two values: MWh-import, MWh-export, for the entire State.

2. Statewide Totals by PSE Code/Entity/First Deliverer and Transaction Type: A Report showing the total imported/exported megawatt hours (MWh) for each unique PSE Code by Transaction Type.

3. Format and number of annual reports will vary depending on whether or not BPA elects to report in the Cap-and-Invest program as a First Jurisdictional Deliverer.

Deliverable 2.1: Summary of calendar year 2022 electricity import and export transactions in Washington.

Deliverable 2.2: Summary of calendar year 2023 electricity import and export transactions in Washington.

Deliverable 2.3: Summary of calendar year 2024 electricity import and export transactions in Washington.

APPENDIX B

PRICE SCHEDULE

Initial Term to June 30, 2025:

1) Funds expire at end of the period of performance. Ecology must receive an invoice within 30 days of completion of services.

2) Applicable Sales tax will be added at the time of invoicing, if applicable.

3) OATI will invoice the Department of Ecology for Deliverable 1.1 after execution of this contract.

4) OATI will invoice all deliverables no more than 30 days after the work is complete.

5) Payment terms are Net 30. Late payment fees of 1.5% or the maximum allowed under applicable law will be assessed on invoices paid beyond terms.

APPENDIX C

SPECIAL TERMS AND CONDITIONS

OATI shall furnish the facilities, equipment, and personnel appropriate to carry out the services under this Contract as specified on Appendix A (OATI Services).

NOW, THEREFORE, for good and valuable consideration including the exchange of promises, the receipt of which is hereby acknowledged by the parties, OATI and Customer agree as follows:

ARTICLE ONE

OATI SERVICES USE

1.1 OATI Services Use. OATI grants Customer a nontransferable, nonexclusive right to use OATI Services, subject to the terms and conditions of this Contract.

1.2 Title. Legal title to OATI Services is vested in OATI.

ARTICLE TWO

FEES

ARTICLE THREE

WARRANTY; LIMITATION OF LIABILITY

3.1 Warranty; Limitation of Liability. OATI warrants that it has the rights to grant the access provided hereunder. OATI makes no other warranty of any kind, express or implied, including, without limitation, warranties of merchantability and/or fitness for a particular purpose. OATI shall not be liable to Customer for any damages, whether direct, indirect, special, or consequential arising out of the use of or inability to use OATI Services, even if advised of the possibility of such damages. Specifically, OATI is not responsible for any costs, including, without limitation, those incurred as the result of lost profits or revenue, loss of use of OATI Services, loss of data, costs of recovering data, the costs of any substitute programs, claims by third parties, or other similar costs. Customer agrees that OATI Services are not consumer goods for purposes of federal or state warranty laws.

ARTICLE FOUR

NONDISCLOSURE AGREEMENT

4.4 Employees and Contractors. This Article 4 is binding on all employees of the above-named Customer.

ARTICLE FIVE

TERM; DEFAULT

ARTICLE SIX

GENERAL PROVISIONS

Any notice shall be deemed to have been received as follows: (1) personal delivery, upon receipt; or (2) overnight delivery or certified mail, upon delivery.

APPENDIX D

GENERAL TERMS AND CONDITIONS

DEFINITIONS

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

"ECOLOGY" shall mean the Department of Ecology of the state of Washington, any division, section, office, unit, or other entity of the agency, or any of the officers or other officials lawfully representing ECOLOGY.

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

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

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

1) ACCESS TO REPORTS

In compliance with RCW 39.26.180(2), the CONTRACTOR shall provide reports under this Contract to ECOLOGY, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes information that supports the findings, conclusions, and recommendations of the CONTRACTOR’s reports.

2) 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 ECOLOGY.

3) 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.

4) AMERICANS WITH DISABILITIES ACT (ADA) REQUIREMENTS

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.

Americans with Disabilities Act (ADA) of 1990, Public Law 101-336, Also referred to as the "ADA" 28 CFR Part 35.

5) ASSIGNMENT

Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the CONTRACTOR or the State of Washington, Department of Ecology without prior written consent of the other party.

6) ATTORNEY FEES

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

7) COMPLIANCE WITH ALL LAWS

CONTRACTOR agrees to observe all laws, regulations, and policies of the United States affecting performance under this Contract.

8) CONFLICT OF INTEREST

CONTRACTOR shall act in a professional and ethical manner, and shall avoid any conflict of interest that might influence the CONTRACTOR’s actions or judgment.

CONTRACTOR must disclose immediately to ECOLOGY any interest, direct or indirect, that might be construed as prejudicial in any way to the professional judgment of the CONTRACTOR in rendering service to ECOLOGY. ECOLOGY may request the removal of any CONTRACTOR or SUBCONTRACTOR staff person who could represent a conflict of interest.

9) 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 the CONTRACTOR for securing business.

ECOLOGY shall have the right, in the event of breach of this clause by the 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.

10) DISALLOWED COSTS

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

11) DISPUTES

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

a) The request for a dispute hearing must:

1) Be in writing.

2) Identify the CONTRACTOR’s name, address, and Contract number.

3) State the disputed issue(s).

4) State the relative positions of the parties.

5) Be mailed to the AGENT and the other party’s (respondent’s) Contract manager within three (3) business days after the parties agree that they cannot resolve the dispute.

b) The respondent shall send a written answer to the requester’s statement to both the AGENT and the requester within five (5) business days.

c) The AGENT shall review the written statements and reply in writing to both parties within ten (10) business days. The AGENT may extend this period if necessary by notifying the parties.

d) 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 method, in addition to the dispute resolution procedure outlined above.

12) DUPLICATE PAYMENT

ECOLOGY shall not pay the CONTRACTOR if the 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.

13) FUNDING AVAILABILITY

ECOLOGY’s ability to make payments is contingent on availability of funding. In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date and prior to completion or expiration date of this Contract, ECOLOGY, at its sole discretion, may elect to terminate the Contract, in whole or part, for convenience or to renegotiate the Contract subject to new funding limitations and conditions. ECOLOGY may also elect to suspend performance of the Contract until ECOLOGY determines the funding insufficiency is resolved. ECOLOGY may exercise any of these options with no notification restrictions, although ECOLOGY will make a reasonable attempt to provide notice.

In the event of termination or suspension, ECOLOGY will reimburse eligible costs incurred by the CONTRACTOR through the effective date of termination or suspension. Reimbursed costs must be agreed to by ECOLOGY and the CONTRACTOR. In no event shall ECOLOGY’s reimbursement exceed ECOLOGY’s total responsibility under the Contract and any amendments.

14) VENUE

The venue of any action brought hereunder shall be the Superior Court for Thurston County, Washington.

15) INDEMNIFICATION

Contractor expressly agrees to indemnify, defend, and hold harmless ECOLOGY for any claim arising out of or incident to CONTRACTOR’S actions or inaction related to this contract, particularly for legal actions or claims by CONTRACTOR’S employees, vendors, subcontractors, or business partners.

16) INDEPENDENT CAPACITY OF THE CONTRACTOR

The parties intend that an independent contractor relationship will be created by this Contract. The CONTRACTOR and his or her employees or agents performing under this Contract are not employees or agents of ECOLOGY. The CONTRACTOR will not hold himself/herself out as or claim to be an officer or employee of ECOLOGY or of the state of Washington by reason hereof, nor will the 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 the CONTRACTOR.

17) INDUSTRIAL INSURANCE COVERAGE

CONTRACTOR shall provide Workers Compensation insurance as required, in accordance with applicable federal and state regulations, with statutory limits.

18) 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.

19) LIMITATION OF AUTHORITY

Only ECOLOGY’s Director or 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 Director or delegate.

20) NON-DISCRIMINATION LAWS

During the performance of this Contract, the CONTRACTOR shall comply with all federal non-discrimination laws, regulations, and policies.

In the event of the CONTRACTOR’s non-compliance or refusal to comply with any non-discrimination law, regulation or policy, this Contract may be rescinded, canceled or terminated in whole or in part, and the CONTRACTOR may be declared ineligible for further contracts with ECOLOGY. The CONTRACTOR shall, however, be given a reasonable time in which to cure this non-compliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein.

1. 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.

1. 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).

1. Default. Notwithstanding any provision to the contrary, ECOLOGY 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 ECOLOGY 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), ECOLOGY 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.

1. 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. ECOLOGY 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 ECOLOGY for default under this provision.

21) OSHA/WISHA STANDARDS

CONTRACTOR agrees to comply with applicable conditions of the Federal Occupational Safety and Health Acts of 1970 (OSHA) during the entire term of this Contract.

22) PUBLIC INFORMATION

This Contract and all related documents may be subject to public disclosure as required by Washington's Public Records Act, RCW chapter 42.56.

Department of Ecology will withhold information marked confidential or proprietary only to the extent ECOLOGY believes information is exempt under applicable laws. When a third party requests contract documents, ECOLOGY will notify the affected Contractor prior to releasing. In the event of such notification, the CONTRACTOR must obtain a court order enjoining disclosure or Department of ECOLOGY will release the information on the date specified.

23) PUBLICITY

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

24) 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 six (6) 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 ECOLOGY personnel duly authorized by ECOLOGY, the Office of the State Auditor, or federal and state officials so authorized by law, regulation, or agreement.

If ECOLOGY sends written notice to the CONTRACTOR of any litigation, potential litigation, claim, or audit before the expiration of the six (6) year period, the records shall be retained until ECOLOGY sends written notice to CONTRACTOR that all litigation, potential litigation, claims, or audit findings involving the records have been resolved.

25) 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.

26) SITE SAFETY AND SECURITY COMPLIANCE

While on ECOLOGY’s premises, the CONTRACTOR, its agents, employees, or SUBCONTRACTORs shall conform in all respects with ECOLOGY’s policies and regulations concerning safety, physical, fire, security, or other site rules.

27) TAXES

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

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

ECOLOGY 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 US Department of Treasury SDN List. Compliance with OFAC payment rules ensures that ECOLOGY 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, ECOLOGY will download the current OFAC SDN file and compare it to ECOLOGY and statewide vendor files. In the event of a positive match, ECOLOGY reserves the right to: (1) make a determination of “reasonability” before taking the positive match to a higher authority, (2) seek assistance from the Washington State Office of the State Treasurer (OST) for advanced assistance in resolving the positive match, (3) comply with an OFAC investigation, if required, and/or (4) if the positive match is substantiated, notify the CONTRACTOR in writing and terminate the Contract according to the Termination for Convenience provision without making payment. ECOLOGY 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.

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