Contract Sample RFQQ 11-6-24.docx

SAMPLE CONTRACT FOR SERVICES

BETWEEN

STATE OF WASHINGTON

DEPARTMENT OF LABOR & INDUSTRIES

AND

CONTRACTOR NAME

This Contract is made and entered into by and between the Washington State Department of Labor & Industries (hereinafter called "L&I"), and

L&I RFQQ K5055

File Name: Contract Sample RFQQ 11-6-24 Page 1 of 25 November 6, 2024 Special Terms & Conditions Original Copy 1 – L&I Contracts Office Original Copy 2 – Contractor One Copy – Contract Manager Contractor Name Address City, ST 12345

Hereinafter called "Contractor".

PURPOSE

The purpose of this Contract is to provide The Department of Labor & Industries with a contractor(s) that can conduct employment background checks and services on behalf of the Office of Human Resource (hereafter called OHR or the Department).

L&I anticipates that the volume of criminal background checks will fluctuate per year. The actual volume required by L&I on a yearly basis shall be an approximate estimate of usage. L&I does not guarantee a set minimum usage. L&I reserves the right not to be limited to the lowest cost bid.

In consideration of the terms and conditions contained herein, the parties agree as follows:

SPECIAL TERMS & CONDITIONS

STATEMENT OF WORK

The Contractor shall furnish the necessary personnel, equipment, material and/or services and otherwise do all things necessary for or incidental to the performance of work set forth in the Statement of Work (SOW), Attachment B, attached hereto and incorporated herein.

TERMS AND CONDITIONS

All rights and obligations of the parties to this Contract shall be subject to and governed by the following: Special Terms & Conditions contained in the text of this Contract; the General Terms and Conditions, Attachment A; Statement of Work & Budget, Attachment B; Periodic Performance Report, Attachment C; Additional Data Handling Requirements, Attachment D; Access to L&I Resources, Attachment E; and, Certification of Data Disposition, Attachment F; which are attached hereto and incorporated herein, and L&I’s Request for Quotations and Qualifications, and the Contractor’s proposal which are incorporated by reference herein.

PERIOD OF PERFORMANCE

Subject to its other provisions, this Contract shall begin on date and shall end on date, unless terminated sooner or extended by L&I as provided herein.

COMPENSATION & BUDGET

Compensation for this Contract shall not exceed amount US dollars (US $100,000).

Maximum compensation for each Statement of Work will be set forth in each of the signed, numbered Statements of Work, for the performance of all things necessary for or incidental to the performance of work as set forth in the Statement of Work & Budget, Attachment B, which is attached hereto and incorporated by reference herein.

BILLING PROCEDURES

L&I will pay the Contractor within 30 calendar days of receipt of properly executed invoice vouchers. Requests for payment under this Contract shall be submitted by the Contractor on a Certified State Invoice Voucher (Form A-19) provided, or similar. Invoices shall include such information as is necessary for L&I to determine the date and exact nature of all expenditures, including line item(s) for amounts that are payable consistent with Subcontractor Inclusion Plan, if applicable. Each invoice voucher must clearly reference this Contract Number K5055 and the Contractor’s Statewide Payee Registration Number assigned by Washington State Department of Enterprise Services (DES). Vouchers shall be submitted to L&I’s Contract Manager. An A-19 Invoice Voucher can be obtained at https://des.wa.gov/sites/default/files/2022-06/A-19-1AForm.doc Payment shall be made after acceptance by L&I’s Contract Manager of each deliverable as described in the Statement of Work. No payment in advance or in anticipation of services or supplies under this Contract shall be made by L&I. Claims for payment submitted by the Contractor to L&I for costs due and payable under this Contract that were incurred prior to the expiration date shall be paid to the Contractor, if received by L&I within 90 days after the expiration date.

Statewide Payee Registration. Contractors are required to be registered in the Statewide Payee system, https://ofm.wa.gov/it-systems/accounting-systems/statewide-vendorpayee-services, prior to submitting a request for payment under this Contract. No payment shall be made until the registration is completed. The Washington State Department of Enterprise Services (DES) maintains a central contractor registration file for Washington State agencies to use for processing contractor payments. This allows contractors to receive payments by direct deposit.

Timely payment. Payment by L&I will be considered timely if it is postmarked or deposited within 30 days of the following, whichever is later:

· Receipt of properly executed invoice vouchers

· Acceptance of deliverables by L&I; or

· Statewide Payee Registration.

INSURANCE

The Contractor shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the State should there be any claims, suits, actions, costs, damages or expenses arising from acts or omissions of the Contractor or Subcontractor, or agents of either, while performing under the terms of this Contract. The Contractor shall provide insurance coverage which the Contractor shall maintain in full force and effect during the term of this Contract as follows:

MEMO OF UNDERSTANDING (Memo) Any communications that either Contract Manager determines to address more than day-to-day concerns, but do not modify the terms of this Contract, shall be documented by a written, numbered Memo of Understanding.

ASSURANCES

L&I and the Contractor agree that all activity pursuant to this Contract will be in accordance with all the applicable federal, state and local laws, rules and regulations.

GOVERNANCE

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

ORDER OF PRECEDENCE

The items listed below are incorporated by reference herein. In the event of an inconsistency in this Contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order:

1. Applicable Federal and Washington State Statutes and Regulations;

2. Special Terms & Conditions as contained in the basic Contract;

3. General Terms & Conditions, Attachment A;

4. Statement of Work & Budget, Attachment B; Periodic Performance Report, Attachment C; Additional Data Handling Requirements, Attachment D; Access to L&I Resources, Attachment E; and, Certification of Data Disposition, Attachment F; and,

5. L&I’s Request for Quotations and Qualifications (RFQQ) No. K5055, dated date;

6. Contractor’s proposal, dated date; and,

7. Any other provisions of the Contract incorporated by reference or otherwise.

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 which can be given effect without the invalid provision, or part thereof if such remainder conforms to the terms and requirements of applicable law and the intent of this Contract, and to this end the provisions of this Contract are declared to be severable.

CONTRACT MANAGEMENT

The Contract Manager for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Contract. Notices made in writing include electronic means.

Name Company Name Address City, ST 1234 Phone: ( ) E-Mail:

Name Department of Labor & Industries PO Box 44 Olympia WA 98504-

WORKPLACE RIGHTS, EXECUTIVE ORDER 18-03 18-03 - Workers Rights (tmp).pdf (wa.gov) Pursuant to the Washington State Governor’s Executive Order 18-03 (dated June 12, 2018) L&I seeks to contract with qualified entities and business owners who certify that their employees are not, as a condition of employment, subject to mandatory individual arbitration clauses and class or collective action waivers. Please indicate by checking one box below.

I/we hereby certify, on behalf of the (Contractor Name), as follows:

|_| NO MANDATORY INDIVIDUAL ARBITRATION CLAUSES AND CLASS OR COLLECTIVE ACTION WAIVERS FOR EMPLOYEES. This firm 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.

OR

|_| MANDATORY INDIVIDUAL ARBITRATION CLAUSES AND CLASS OR COLLECTIVE ACTION WAIVERS FOR EMPLOYEES. This firm requires its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

ALL WRITINGS CONTAINED HEREIN

This Contract consists of 25 pages and sets forth in full all the terms and conditions agreed upon by the parties. Unless referenced within this contract, any other agreement, representation, or understandings, verbal or otherwise, regarding the subject matter of this Contract shall be deemed to be null and void and of no force and effect whatsoever.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Signatory Name & Title (Date) Signatory Name & Title (Date)

(Federal Identification/ SSN-last 4 digits only) APPROVED AS TO FORM ONLY

(Statewide Payee Registration Number)

File Name: Contract Sample RFQQ 11-6-24 Page 4 of 25 November 6, 2024 Special Terms & Conditions as contained in the basic Contract

ATTACHMENT A

GENERAL TERMS AND CONDITIONS

DEFINITIONS

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

1. APPLICANT means persons who has applied for work at L&I, including current employees applying for a position that may result in a promotion, voluntary demotion, transfer, elevation, layoff or reversion. Applicant also includes volunteers.

2. BACKGROUND CHECK means process used to find out about an employee, applicant or volunteer’s work history, education and/or criminal record.

3. BACKGROUND CHECK INFORMATION means information provided by the applicant and the results of the background check, including documentation relating to a background search.

4. BID means an offer, proposal, or quote for goods or services in response to a solicitation issued for such goods or services by the department or an agency of Washington state government.

5. BIDDER means an individual or entity who submits a bid, quotation, or proposal in response to a solicitation issued for such goods or services by the department or an agency of Washington state government.

6. BUSINESS DAYS AND HOURS means L&I’s business days and hours are Monday through Friday, exclusive of state holidays, 8:00 a.m. to 5:00 p.m., Pacific Time. If using calendar days, which falls on a weekend or state holiday, will be extended to the next end of the business day.

7. CERTIFIED MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISE (MWBE) means a minority or women-owned business enterprise certified by the office of minority and women's business enterprises of Washington State. Contract manager means the representative identified in the text of the contract who is delegated the authority to administer the contract.

8. CONTRACTOR means that agency, firm, provider, organization, individual or other entity performing services under this contract.

9. CONTRACTOR STAFF means individuals performing services under this contract, whether employees of the contractor, or subcontractors or subcontractor’s employees.

10. DISQUALIFIED means determination made by the assistant director for the office of human resources OHR that an applicant is not eligible for a specific position being disqualified from employment is not discipline.

11. INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION is a subset of health information, including demographic information collected from an individual and relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual, as set forth in 45 cfr 164.501 as currently enacted and subsequently amended or revised.

12. INTELLECTUAL PROPERTY means all intellectual property rights, including but not limited to rights in united states and foreign patents; patent applications; registered and common law trademarks and service marks; trademark applications; copyrights; copyright applications; trade secrets; proprietary information; publicity rights; moral rights; rights against unfair competition; electronic and computer software programs; designs; and electronic information.

13. MATERIALS means all items in any format and includes, but is not limited to work products, software, source code, intellectual property, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer these rights.

14. PENDING CHARGE OR PENDING ACTION means a charge or action awaiting a decision by a court or a civil adjudication proceeding.

15. 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 or protected health information, any financial identifiers, and other information that may be exempt from disclosure to the public or other unauthorized persons under either RCW 42.56 or other state and federal statutes.

16. PROTECTED HEALTH INFORMATION means individually identifiable health information that is transmitted by electronic media, or transmitted or maintained in any other form or medium, as set forth in 45 cfr 164.501, as currently enacted and subsequently amended or revised.

17. QUALIFIED FOR EMPLOYMENT means the determination that an employee, applicant under final consideration for employment (which can also be an employee) or volunteer meets the required character, competency and suitability for employment if the individual has passed the background check with no disqualifying convictions.

18. SELF-DISCLOSURE means any background information provided directly by an applicant, including arrests, charges, convictions, negative actions, or court-imposed sanctions or conditions. Self-disclosure may occur prior to employment and at any time during employment.

19. SENSITIVE POSITION means a position that has been designated as requiring an applicant to successfully pass a background check to qualify for the position based on job requirements.

20. STANDARDS OF BEHAVIOR AND CONDUCT means an expectation for employees and volunteers of L&I to demonstrate the highest standards of personal integrity and compliance with federal, state and local laws law, rules and regulations.

21. SUBCONTRACTOR means 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 mean subcontractor(s) in any tier.

22. VENDOR means any business with an interest in this solicitation.

23. VOLUNTEER means individuals who performs duties for L&I by free choice, receives no salary and is registered as a volunteer for industrial insurance purposes.

24. WASHINGTON'S ELECTRONIC BUSINESS SOLUTION (WEBS) means the state’s enterprise vendor registration and bid notification system.

INDEPENDENT CAPACITY OF THE CONTRACTOR

The parties intend that an independent Contractor relationship will be created by this Contract. The Contractor and its employees or agents performing under this Contract are not employees or agents of L&I. The Contractor will not hold itself out as, nor claim to be, an officer or employee of L&I or of the state of Washington by reason of this Contract, nor will the Contractor make any claim of right, privilege or benefit which would accrue to such employee under law. Conduct and control of the work will be solely with the Contractor.

NONDISCRIMINATION & CIVIL RIGHTS

During the performance of this Contract, the Contractor shall comply with all federal and state nondiscrimination laws, regulations and policies. In the event of the Contractor’s noncompliance or refusal to comply with any nondiscrimination law, regulation, investigation, 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 L&I. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the Disputes clause set forth herein.

Contractors and subcontractors must give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336 ("ADA" 28 CFR PART 35) The 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.

ASSIGNABILITY

The work to be provided under this Contract, and any claim arising thereunder, shall not be assigned or delegated by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld.

SUBCONTRACTS

With prior written consent of L&I, the Contractor may enter into subcontracts for any of the work or services contemplated under this Contract. Consent shall not be unreasonably withheld. This clause does not include contracts of employment between the Contractor and personnel assigned to work under the Contract. The Contractor is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this Contract are carried forward to any subcontracts.

INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless L&I, agents and employees of L&I, from and against all claims resulting from the performance of the contract. “Claim,” as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney’s fees, attributable for bodily injury, sickness, disease, or death, or injury to or destruction of tangible property including loss of use resulting therefrom.

Contractor’s obligations to indemnify, defend, and hold harmless includes any claim by Contractor’s agents, employees, representatives, or any subcontractor or its employees.

Contractor expressly agrees to indemnify, defend, and hold harmless L&I for any claim arising out of or incident to Contractor’s or any subcontractor’s performance or failure to perform the contract. Contractor’s obligation to indemnify, defend, and hold harmless L&I shall not be eliminated or reduced by any actual or alleged concurrent negligence of L&I or its agents, employees, and officials.

Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless L&I and its officials, agents, or employees.

The Contractor shall provide insurance coverage in adequate quantity to protect against legal liability arising out of Contract activity and as set out in the Special Terms & Conditions, Insurance clause. Additionally, the Contractor is responsible for ensuring that any Subcontractors provide insurance coverage for the activities arising out of subcontracts.

Claims shall include, but not be limited to, assertions that the use or transfer of any software, book, document, report, film, tape or sound reproduction or material of any kind, (hereafter called “material”), delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, utility model, industrial design, mask work or trademark, or otherwise results in an unfair trade practice.

1. The Contractor will, at its expense, defend or settle any such claim against L&I under this Contract.

1. The Contractor will pay related costs, damages and attorneys’ fees awarded provided that L&I:

1. promptly notifies the Contractor in writing of the claim; and

1. Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant the Contractor sole control of the defense and related settlement negotiations.

1. If such a claim occurs, or is likely to occur, and if appropriate, the Contractor may at its option and expense, either procure for L&I the right to continue using the material; or replace or modify the material so that it becomes non-infringing and functionally equivalent.

1. If use of the material is enjoined by a court and the Contractor determines that none of these alternatives is reasonably available, the Contractor at its risk and expense, will take back the material and refund its depreciated value. No termination charges will be payable by L&I. Depreciated value shall be calculated on the basis of a useful life of five (5) years starting on the date of purchase. Years are prorated at 365 days per year. If use of the material is enjoined less than one year after its acceptance by L&I, the Contractor shall also refund to L&I any costs it charged for transportation of the material to its initial L&I destination.

Patent and Copyright. The Contractor has no liability for any claim of infringement arising from:

1. the Contractor’s compliance with any designs, specifications or instructions from L&I;

1. modification of software by L&I or a third party without the prior knowledge and approval of the Contractor; or

1. Use of the software in a way not specified by the Contractor.

COVENANT AGAINST CONTINGENT FEES

The Contractor warrants that no person or agency 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 commercial or selling agency maintained by the Contractor for the purpose of securing business. L&I 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.

CONFLICT OF INTEREST

With a few exceptions, RCW 42.52.120(1) prohibits a state officer or state employee from receiving anything of economic value under any contract or grant outside of his or her official duties. The Governor, or a state agency affected by a violation of Chapter 42.52 RCW or the rules adopted under it, may request that the Attorney General bring an action in superior court to cancel or rescind a state action taken by a state employee or state officer when a violation of the ethics law or rules substantially influenced the state action and the interests of the state require the cancellation or rescission. The Governor may suspend the action pending a determination of the court action.

RECORDS, DOCUMENTS, AND REPORTS

The Contractor shall maintain books, records, documents and other evidence of accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. These records shall be subject at all reasonable times to inspection, review, or audit by personnel duly authorized by L&I, the Office of the State Auditor, and federal officials so authorized by law, rule, regulation, or contract. The Contractor will retain all books, records, documents, and other materials relevant to this Contract for six years after settlement, and make them available for inspection by persons authorized under this provision. The Contractor shall be responsible for any audit exceptions or disallowed costs incurred by the Contractor or any of its Subcontractors.

CONFIDENTIALITY

The use or disclosure by any party of any information concerning L&I for any purpose not directly connected with the administration of L&I's or the Contractor's responsibilities with respect to services provided under this Contract is prohibited except by prior written consent of L&I. The Contractor shall maintain as confidential all information concerning the Contractor's study findings and recommendations, as well as the business of L&I its financial affairs, relations with its clientele and its employees, and any other information which may be specifically classified as confidential by L&I in writing to the Contractor. To the extent consistent with Washington State law, L&I shall maintain all information which the Contractor specifies in writing as confidential.

Human Research Review Process. The Contractor shall protect personal identifying information and comply with state and federal human research review processes, as implemented by the Washington State Institutional Review Board, and defined in chapter 42.48 RCW, if applicable.

ACCESS TO DATA

In compliance with chapter 39.26 RCW, the Contractor shall provide access to data generated under this Contract to L&I, the joint legislative audit and review committee, and the state auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Contractor’s reports, including computer models and methodology for those models.

RIGHTS IN DATA

All work resulting from this Contract shall be considered Works for Hire—work products, including but not limited to documentation and code created shall be owned by L&I, and L&I may reproduce, modify the works at its own discretion, and may also provide such work to another state agency at its sole discretion, ownership and authority. Work products developed or modified shall not be copyrighted, nor proprietary.

Unless otherwise provided, L&I shall be the owner for all purposes under Title 17 U.S.C., of all data which originates from this Contract. L&I shall be considered the author of such data. Data shall include, but not be limited to all work products created by the Contractor, all information that supports the findings, conclusions, and recommendations of the Contractor’s reports, data extracts, medical case management reports or claimant file information provided by L&I, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, videos, tapes, and/or sound reproductions. Ownership includes but is not limited to the right to use, copyright, patent, register and the ability to transfer these rights.

Data which is delivered under the Contract, but which does not originate from the Contract, shall be transferred to L&I with a non-exclusive, 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 which the Contractor has a right to grant such a license. The Contractor shall exert all reasonable effort to advise L&I, at the time of delivery of data furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such documents which was not produced in the performance of this Contract. L&I shall receive prompt written notice of each notice or claim or copyright infringement received by the Contractor with respect to any data delivered under this Contract. L&I shall have the right to modify or remove any restrictive markings placed upon the data by the Contractor.

SAFEGUARDING OF PERSONAL INFORMATION

The Contractor shall not use or disclose Personal Information in any manner that would constitute a violation of federal law or applicable provisions of Washington State law. The Contractor agrees to comply with all federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic data interchange of Personal Information.

RCW 43.17.425 prevents Washington state agency funds from being used to cooperate or assist in the investigation or enforcement of federal registration, surveillance programs or any other law, rule, or policy that targets Washington residents solely on the basis of race, religion, immigration, or citizenship status, or national or ethnic origin.

Contractor and its employees or agents recognize the Department’s responsibilities as outlined in RCW 43.17.425. It is possible that data provided to Contractor or derived from this Contract may be requested or required by an entity which is not a party to the Contract. If a third-party disclosure is requested or required, Contractor and its employees or agents shall take all steps necessary to ensure that the only data shared, transferred, or allowed to be accessed will be restricted to data allowed to be shared, as defined in all applicable laws including the Department’s responsibilities in RCW 43.17.425.

The Contractor shall protect Personal Information collected, used, or acquired in connection with this Contract, against unauthorized use, disclosure, modification or loss. The Contractor shall ensure its directors, officers, employees, Subcontractors or agents use it solely for the purposes of accomplishing the services set forth in this Contract. The Contractor and its Subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make it known to unauthorized persons without the express written consent of L&I or as otherwise authorized by law. The Contractor agrees to implement or maintain physical, electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or disclosure. The Contractor shall make the Personal Information available to amend as directed by L&I and incorporate any amendments into all the copies maintained by the Contractor or its Subcontractors. The Contractor shall certify its return or destruction upon expiration or termination of this Contract’s retention requirements and the Contractor shall retain no copies except to the extent required by law or regulation. If the Contractor and L&I mutually determine that return or destruction is not feasible, the Contractor shall not use the Personal Information in a manner other than those permitted or authorized by state and federal laws.

L&I reserves the right to monitor, audit, or investigate the use of personal information collected, used or acquired by the Contractor through this Contract. The monitoring, auditing, or investigating may include, but is not limited to, “salting” by L&I. Salting is the act of introducing data containing unique but false information that can be used later to identify inappropriate disclosure of data.

The Contractor shall notify L&I in writing immediately upon becoming aware of any unauthorized access, use or disclosure. The Contractor shall take necessary steps to mitigate the harmful effects of such use or disclosure. The Contractor is financially responsible for notification of any unauthorized access, use or disclosure. The details of the notification must be approved by L&I. The Contractor agrees to indemnify and hold harmless L&I for any damages related to unauthorized use or disclosure by the Contractor, its officers, directors, and employees, subcontractors or agents.

Any breach of this clause may result in termination of the Contract and the demand for return of all Personal Information.

REGISTRATION WITH DEPARTMENT OF REVENUE

The Contractor shall comply with the Washington State law requiring registration with the Department of Revenue and shall be responsible for payment of all taxes due on payments made under this Contract.

TAXES

All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the Contractor or its employees shall be the sole responsibility of the Contractor.

LICENSING AND ACCREDITATION STANDARDS

The Contractor shall comply with all applicable local, state, and federal licensing and accrediting requirements / standards, necessary in the performance of this Contract. (See 19.02 RCW for state licensing requirements / definitions).

INDUSTRIAL INSURANCE COVERAGE

The Contractor shall comply with Title 51 RCW prior to performing work under this Contract. The Contractor shall provide or purchase industrial insurance coverage for its employees, as may be required of an "employer" as defined in Title 51 RCW, and shall maintain full compliance with Title 51 RCW during the course of this Contract. If the Contractor fails to secure industrial insurance coverage or fails to pay premiums on behalf of its employees, as may be required under Title 51 RCW, L&I may deduct the amount of premiums and any penalties owing from the amounts payable to the Contractor under this Contract and transmit the same to the Department of Labor & Industries Insurance Services Division. This provision does not waive any right under RCW 51.12.050 to collect from the Contractor amounts paid by L&I.

RIGHTS OF INSPECTION

The Contractor shall provide right of access to L&I, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance of internal policies and procedures, and/or records relating to the safeguarding, use, and disclosure of Personal Information obtained or used as a result of this Contract. The Contractor shall make available information necessary for L&I to comply with the client's right to access, amend, and receive an accounting of disclosures of their Personal Information.

FUNDING CONTINGENCY

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, L&I may terminate this Contract without advance notice subject to renegotiation under those new funding limitations and conditions.

SUSPENSION FOR NON-ALLOCATION OF FUNDS

If funds are temporarily not allocated to L&I by the state legislature to continue this Contract in any future period, the parties agree to suspend services based on notice from L&I’s Contract Manager and agree to resume services based on subsequent notice by L&I’s Contract Manager. L&I will not be obligated to pay for services/licenses not provided/used during the term of the suspension, and the next billing cycle’s invoice will reflect this credit to L&I. L&I agrees to notify the Contractor in writing of such non-allocation and re-allocation at the earliest possible times.

LIMITATION OF SIGNATURE AUTHORITY

Only L&I’s Director or his or her delegate by writing (delegation to be made prior to action) shall have the expressed, 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 L&I’s Director or his or her delegate.

CHANGES TO CONTRACT

By written notification to and consent of the Contractor, L&I may, at any time, 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 any such changes cause an increase or decrease in the cost of, or the time required for the performance of this Contract, an equitable adjustment may be made in the Contract price consistent with the Compensation clause, or period of performance, or both, and the Contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within 30 Days from the date of receipt by the Contractor of the notice of such change; provided, however, that L&I’s Director or his or her delegate by writing may, if he or she decides that the facts justify such action, receive and act upon such claim asserted at any time prior to final payment under this Contract. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the Disputes clause, Attachment A. However, nothing in this clause shall excuse the Contractor from proceeding with the Contract as changed.

DISPUTES

The parties agree that time is of the essence in resolving disputes.

During the dispute resolution period the parties agree that:

· If the subject of the dispute is the payment due the Contractor, the Contractor will continue performance and L&I will pay the amount which it in good faith believes to be due and payable.

· If the subject of the dispute is not the payment due, the Contractor will continue performance of work under the Contract which is not affected by the dispute.

Dispute Steps

1. When a bona fide dispute concerning a question of fact arises between L&I and the Contractor and it cannot be resolved, either party may request a dispute hearing with L&I’s Contracts Office. The request for a dispute hearing must:

· be in writing;

· state the disputed issues;

· state the relative positions of the parties;

· state the Contractor's name, address, and L&I Contract Number; and

· be emailed to the L&I’s Contracts Office at procurementdispute@lni.wa.gov and the other party’s Contract Manager within 3 working days after the parties agree that they cannot resolve the dispute.

TERMINATION FOR DEFAULT

If either party violates any material term or condition of this Contract, the other (aggrieved) party may give the violating party written notice of the violation. The violating party will correct the violation within 30 days or as otherwise mutually agreed. If the violation is not corrected, the aggrieved party may, at its sole discretion, immediately terminate this Contract by written notice to the violating party. Upon termination, the violating party shall be liable for damages as authorized by law.

If L&I is the aggrieved party, damages shall include, but not be limited to, any cost difference between the original Contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. L&I shall have the right to deduct damages from payments due to the Contractor.

The termination shall be deemed to be a "Termination for Convenience" if it is determined that the violating party:

· was not in default; or

· failure to perform was outside of his or her control, fault or negligence.

This clause shall not apply to any failure to perform which is the result of the aggrieved party’s willful or negligent acts or omissions.

TERMINATION FOR CONVENIENCE

L&I has the right to terminate the Contract by giving written notice to the Contractor at least ten (10) days before the effective date of termination. If this Contract is so terminated, L&I is liable only for payments required under the terms of this Contract for services rendered prior to termination.

TERMINATION PROCEDURE

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

L&I shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by L&I, and the amount agreed upon by the Contractor and L&I for the following:

Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this Contract. L&I may withhold from any amounts due the Contractor such sum as L&I’s Director or his or her delegate by writing determines to be necessary to protect L&I against potential loss or liability.

The rights and remedies of L&I provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

After receipt of a notice of termination, and except as otherwise directed by L&I’s Contract Manager, the Contractor shall:

CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND INELIGIBILITY

If federal funds are the basis for this Contract, the Contractor certifies that neither it nor its principals are presently debarred, declared ineligible, or voluntarily excluded from participation in transactions by any federal department or agency.

OVERPAYMENTS AND ASSERTION OF LIEN

In the event that L&I establishes overpayments or erroneous payments made to the Contractor under this Contract, L&I may secure repayment, plus interest, if any, through the filing of a lien against the Contractor's real property, and/or by requiring the posting of a bond, assignment of deposit, and/or some other form of security acceptable to L&I.

ANTITRUST

The Contractor hereby assigns to the State of Washington any and all of its claims for price-fixing or overcharges which arise under the antitrust laws of the United States, or the antitrust laws of the State of Washington, relating to the goods, products or services purchased under this Contract.

WAIVER

Unless the Contract is amended in writing by an authorized representative of L&I, waiver of a default under this Contract, or failure by L&I to exercise its rights shall not:

· be considered a modification or amendment to the Contract; or

· Constitute a waiver of any subsequent default.

PUBLICITY

The Contractor agrees to submit to L&I all advertising and publicity matters relating to this Contract which in L&I’s judgment, L&I’s name can be implied or is specifically mentioned. The Contractor agrees not to publish or use such advertising and publicity matters without the prior written consent of L&I.

SURVIVORSHIP

All transactions executed for Products and Services provided pursuant to the authority of this Contract shall be bound by all of the terms, conditions, Prices and Price discounts set forth herein, notwithstanding the expiration of the initial term of this Contract or any extension thereof. Further, the terms, conditions and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive.

CONTRACTOR STAFF HOURS & LOCATION

The Contractor agrees that the Contractor Staff identified will work on the project for at least the approximate number of hours described. Substitute staff will not be used without L&I's prior approval. Only Contractor Staff identified may be assigned to perform project work. Unless authorized in writing in advance by L&I’s Contract Manager, subcontracting or substituting the proposed Contractor Staff with other staff not identified will not be allowed. Contractor Staff must provide services while located in the contiguous United States, unless L&I provides advanced written approval. L&I may, at its sole discretion, without cause, and at any time during the term of the Contract, request immediate replacement of staff identified. The Vendor certifies that all activity pursuant to this Contract is in full compliance with RCW 42.52.080, Employment after Public Service.

PERFORMANCE MEASUREMENT AND MONITORING

Impacts and outcomes achieved as a result of the delivery of services may be measured and evaluated by L&I in a Periodic Performance Report form, Attachment C. L&I may evaluate Contractor performance at any time during the term of the Contract. L&I may utilize the standardized Periodic Performance Report form and/or supplement the process with special performance factors peculiar to the specific contractual needs. Each evaluation shall include an assessment of the Contractor’s efforts toward achieving L&I’s objectives. The form is designed to aid L&I in referrals, clarify Contractor’s duties and L&I expectations, and inform Contractor of their performance strengths and weaknesses.

CONTRACTOR’S PROPRIETARY INFORMATION

The Contractor acknowledges that L&I is…