Copy Editor Informal RFP# 2024-11-14.pdf

Informal Solicitation #2024-11-14

NOTICE OF BID OPPORTUNITY

INFORMAL REQUEST FOR PROPOSAL #2024-11-14

Project Title: COPY EDITOR

Issue date: November 14, 2024

Response Due Date: All Responses must be received in their entirety by 3:00 p.m. (Pacific Daylight Time) on November 28, 2024 unless an Amendment is issued modifying the Solicitation Schedule set forth in Section 2.1 of this Informal Solicitation Document.

Submit Response To: Responses must be submitted to:

Robin Toth, Procurement Coordinator.

Administrative Office of the Courts Email: procurements@courts.wa.gov

Informal Solicitation will be posted on:

• OMWBE: Directory of Certified Businesses | Office of Minority and Women's Business Enterprises

• WEBS: https://des.wa.gov/services/contracting-purchasing/doing-business-state/webs-registration-search-tips mailto:procurements@courts.wa.gov https://omwbe.wa.gov/directory-certified-businesses https://omwbe.wa.gov/directory-certified-businesses https://des.wa.gov/services/contracting-purchasing/doing-business-state/webs-registration-search-tips https://des.wa.gov/services/contracting-purchasing/doing-business-state/webs-registration-search-tips

Section 1. Contract Requirements ………………………………………………….

Section 2. Explanation of Informal Solicitation Process

Section 3. Instructions Regarding Content, Format and Submission of Responses................................................ ……….…

Section 4. Review of Responses and of Apparent Successful Bidder

Section 5. Contracting Procedures ............................... ………………………….

Attachments:

Attachment A: Sample Proposal Submission Letter Attachment B: Sample Contract

1. Purpose and intent

The Administrative Office of the Courts, a state agency within Washington’s judicial branch, supports Washington’s non-unified courts through a wide range of services.

The AOC seeks to contract with a Copy Editor(s) to be on retainer to edit documents or reports as needed.

AOC intends to award Contract(s) for the Services described in this Informal Solicitation. Additional services appropriate to the scope of this Informal Solicitation, as determined by AOC, may be added to the Contract as mutually agreeable by signed written amendment.

2. Scope

All work will be directed by AOC and individual projects will be assigned in collaboration with Bidders. AOC will attempt to match Bidders with projects that align with their specific interests and areas of expertise. Bidders will be expected to provide services within the following areas:

A. Proofread, fact-check and edit content to ensure correct grammar, syntax and punctuation.

B. Improve readability by ensuring coherent and cohesive language, tone

TABLE OF CONTENTS

SECTION 1.

CONTRACT REQUIREMENTS

and style.

C. Check for misspellings, incorrect punctuation, and consistency in typography, words and style.

Bidder shall identify the key personnel it shall use to perform this Contract, and their experience and qualifications, as part of its Response. If awarded a Contract, Bidder shall not make changes to such Key Personnel during the term of the Contract except as requested or approved by Agency.

3. Bidder Qualifications

All Bidders must meet the following qualifications:

A. Requirements:

• Licensed to do business in the State of Washington or provide a commitment that it will become licensed in Washington within thirty

(30) calendar days of being selected as an Apparent Successful Bidder.

• Demonstrated ability to edit written materials to a highly professional level of accessibility, organization, concision, style, and grammar.

Bidders failing to demonstrate in their Proposals that they meet these qualifications will be considered nonresponsive and will, therefore, be disqualified from further consideration.

4. Period of Contract Performance

Regardless of the date of execution of any resulting Contract from this Informal Solicitation, it is anticipated the period of performance will begin upon execution of the Contract and conclude by June 30, 2025. At the discretion of AOC and pursuant to funding availability, contract may be extended. Additional services that are appropriate to the scope of this Solicitation, as determined by AOC, may be added to the Contract in a mutually agreeable by signed written amendment.

5. Compensation

The AOC anticipates the estimated contract value to be TBD per year or TBD per hour. If the AOC determines it is necessary to increase the Contractor’s involvement, the AOC may amend any awarded contract to increase the contract value. Such amendment, if any, to increase or decrease the dollar value and shall be at the sole discretion of the AOC.

1. Informal Solicitation Schedule

SECTION 2

EXPLANATION OF INFORMAL SOLICITATION PROCESS

The Informal Solicitation Schedule set forth below outlines the tentative schedule for important events. The dates and times listed through the date of response submission are mandatory deadlines. The remaining dates are estimates and may change without the posting of an Amendment. Failure to meet the Response deadline will result in Bidder disqualification.

Item Action Date

1. AOC posts Informal Solicitation. 11/14/24

2. Bidder may submit written questions until 3:00 p.m. (Pacific Daylight Time) to: Procurements@courts.wa.gov

11/21/24

3. AOC will post to WEBS responses to written questions.

As received but no later than

11/22/24

4. Bidder must submit Response/Proposal by 3:00 p.m. (Pacific

Daylight Time).

11/28/24

5. AOC review of Proposals. Week of 12/2/24

6. Announcement of Apparent Successful Bidder(s) on WEBS and beginning of contract negotiations.

Week of 12/9/24

7. AOC notifies unsuccessful Bidder(s). Week of 12/9/24

8. Contract Estimated Execution/Start Date. TBD

1. Amendment, Cancellation/Rejection of Proposals, Reissuance of

Solicitation

AOC may amend or add to, retract from or cancel this Solicitation at any time, in whole or in part, and without penalty. AOC reserves the right at its sole discretion to reject any or all Proposals, cancel or rebid this Informal Solicitation.

2. Communications Regarding Solicitation Upon the posting of this Informal Solicitation, all communications concerning this Informal Solicitation must be directed to the Procurement Coordinator listed above.

AOC may disqualify any Bidder who communicates with anyone in AOC other than the Procurement Coordinator regarding this Informal Solicitation.

AOC considers all oral communications unofficial and non-binding on AOC.

Bidders should rely only on written statements issued by the Procurement Coordinator. Email shall be considered an official method of communication.

mailto:Procurements@courts.wa.gov

3. Questions and Answers

Bidders may send written questions concerning this Informal Solicitation to the Procurement Coordinator by the date and time set forth in the Solicitation schedule.

Questions should be sent via email and include the number and title of this Solicitation in the subject line.

AOC may consolidate Bidder questions and shall respond by posting one or more Amendments on WEBS.

In submitting a Response, Bidder must include a signed Proposal Submission Letter in the form set forth in Attachment A.

Bidder must acknowledge that in submitting a Response, it accepts all terms of this Solicitation Document, including any Attachments or Exhibits, and that Bidder’s Response constitutes a binding offer. Bidders may not alter or redline the solicitation terms or requirements in their response. Submitting altered or redlined solicitation terms or requirements in the Bidder Response may result in bidder disqualification.

4. Withdrawal of Responses

After a Response has been submitted, Bidders may withdraw their Response at any time up to the Response due date and time as specified in Section 2.1, Informal Solicitation Schedule. A written request to withdraw the Response must be submitted to the Procurement Coordinator. After withdrawing a Response, the Bidder may submit another Response at any time up to the Response submission date and time.

1. Ownership of Responses

All materials submitted in response to this Solicitation become the property of AOC, unless received after the deadline. AOC shall have the right to use any of the ideas presented as part of the process in any manner as it deems appropriate or beneficial, regardless of whether it is contained in a Response that results in selection for a Contract.

2. Successful Bidder(s)

The AOC will make the sole determination of clarity and completeness in the responses to any of the provisions in this Informal Solicitation. The review process is designed to select a Bidder whose proposal is deemed to offer the best overall value and that is in the best interests of AOC and the State of Washington.

This Informal Solicitation does not obligate the AOC to contract for the specified services. The AOC reserves the right, at its sole discretion, to waive minor administrative irregularities contained in any Proposal.

Bidders shall submit their Responses to this Informal Solicitation. Failure to complete and submit all required Attachments, and to sign them, if applicable, may result in Bidder disqualification. Responses should use proper grammar, spelling and punctuation and should be submitted in the following order with each section of the Response clearly labeled.

1. Attachment: Bidder Response

Bidders must provide proposals as set forth below to provide the services as outlined in this Informal Solicitation, including the Sample Contract set forth on Attachment A. Proposals should include, and in this order:

• Attachment A - Proposal Submission Letter

• Attachment B - Proposal

Bidders experience in delivering similar services, Bidders proposed schedule to accomplish the SOW, Names and contact details for at least three (3) professional references, Examples of work products, (no more than five pages)

• Attachment C – Bidders Proposed Fee Schedule in accordance with the SOW

Bidders should not submit product brochures, white papers, customer testimonials, cut sheets, or other pre-prepared materials in response to any of the questions.

If Bidder is awarded a Contract, AOC may require that Bidder’s Response/Proposal to be incorporated, in whole or in part, into the Contract.

2. Proprietary Information/Public Disclosure

Materials submitted in response to this Informal Solicitation shall become the property of AOC and will not be returned. All proposals received shall remain confidential until AOC announces the Apparent Successful Bidder (ASB) for this Informal Solicitation at which time the proposals shall be deemed public records subject to disclosure under General Court Rule 31.1.

When a public records request is received for a document that is otherwise disclosable and includes information considered by the Bidder to be confidential, the AOC public records officer will notify the Bidder of the request and of the date that the records will be released to the requester, allowing ten business days for the Bidder to obtain an injunction enjoining disclosure of the identified proprietary information. If the Bidder fails to obtain an injunction, the public records office will release the requested information in its entirety on the date specified. If a Bidder

SECTION 3

INSTRUCTIONS REGARDING CONTENT, FORMAT AND SUBMISSION OF

WRITTEN RESPONSES

obtains an injunction and ensures that it is received by the public records officer prior to the scheduled release date, AOC shall abide by the injunction, while disclosing the remainder of the requested materials.

Marking the entire Proposal exempt from disclosure or as Proprietary Information will not be honored.

3. Submission of Responses

Proposal Responses must be submitted in the format as presented in this solicitation. Proposal Responses must be emailed directly to the Procurement Coordinator at the email address provided on the cover sheet of this Solicitation.

Proposal Responses must be received by the Procurement Coordinator in their entirety on or before the due date and time set forth in Section 2.1., the Informal Solicitation Schedule, unless a posted Amendment to this Solicitation changes this due date and time.

Bidders assume all risks for the timely submission of the Response. Bidders are responsible for allowing sufficient time to ensure timely electronic receipt of their Response by the Procurement Coordinator. AOC does not assume responsibility for problems with the Bidder’s email, or network problems. However, if AOC email is not working properly, appropriate allowances will be made.

AOC will not accept late Responses, nor grant time extensions for individual Bidders. AOC will disqualify any Response and withdraw it from consideration if it is received after the Response submission due date and time.

4. Acceptable Electronic Formats for Submission of Responses

Bidder Responses, should be submitted in Portable Document Format (Adobe Acrobat PDF), or Microsoft Word, Excel, or PowerPoint. Spreadsheet documents must be submitted in Microsoft Excel and in a live, unprotected file that includes all formulas, macros, and computations that are relied on or used to calculate any rates or values presented therein. When scanning documents to be submitted in PDF format, scanner resolution should be set to at least 200 dots per inch.

NOTE: AOC cannot receive emails that are larger than 30MB. To keep file sizes to a minimum, Bidders are cautioned not to use unnecessary graphics in their Responses. If your Response approaches or exceeds 30MB, you must break it up and send it by more than one email so that no single email exceeds 30MB.

1. Review of Responses

The AOC will make the sole determination of clarity and completeness in the responses to any of the provisions in this Informal Solicitation. The review process is designed to select a Bidder whose proposal is deemed to offer the best overall value and that is in the best interests of AOC and the State of Washington. This Informal Solicitation does not obligate the AOC to contract for the specified services.

The AOC reserves the right, at its sole discretion, to waive minor administrative irregularities contained in any Proposal.

2. Bidder’s References

Once the review process is completed, AOC may contact the references provided in order to investigate past performance and validate information in Bidder Responses. In submitting a Response, Bidder agrees that it shall hold harmless AOC and any individuals identified as references from and against liability resulting from the provision of information or the receipt and use of that information in evaluating Bidder’s Response.

AOC may reject a proposal if a reference provides negative information about a Bidder’s past performance.

AOC may, at any time, require additional or substitute references to determine the Bidder’s experience and level of responsibility. AOC reserves the right to contact other references known to the state. If the reference check process reveals information that should properly be considered in evaluating Bidder’s responses, AOC may, in its sole discretion, reconvene the reviewers to reconsider in light of the information obtained.

3. Errors in Bidder Response

Bidders are responsible for all errors or omissions contained in their Reponses.

Bidders will not be allowed to alter Response documents after the deadline for Response submissions.

AOC reserves the right to contact any Bidder for clarification of Response contents.

In those cases where it is unclear to what extent a requirement has been addressed, the evaluation panel may, in their discretion and acting through the Solicitation Coordinator, contact a Bidder to clarify specific matters in the submitted Response.

AOC reserves the right to waive minor administrative irregularities contained in any Bidder Response.

SECTION 4

REVIEW OF RESPONSES AND OF APPARENT SUCCESSFUL BIDDER

4. Selection of Apparent Successful Bidder

The selection process shall determine which Bidder provides the best value in meeting the needs of AOC. Selection of the Apparent Successful Bidder(s) depends upon AOC’s assessment of multiple factors, including Bidders’ qualifications, capabilities, efficiency, experience, reliability, responsibility, integrity, quality of proposed services and deliverables, timeliness, cost and potential impact on AOC’s needs.

AOC’s decision will be subject to the execution of a Contract satisfactory to AOC within a reasonable period of time following the announcement of the Apparent Successful Bidder to the Bidders. In the event the parties are unable to reach agreement on the final details of a Contract, AOC shall have the option of negotiating with another Bidder and of revising the announcement of the Apparent Successful Bidder.

1. Contract Execution

The Apparent Successful Bidder(s) is expected to sign a contract with AOC that is substantially the same as Attachment B, Sample Contract, included with this Informal Solicitation.

AOC reserves the right to require that some or all of Bidder’s Response be incorporated into the Contract, and to negotiate the specific wording of the Statement of Work, based on the requirements of this Solicitation and the terms of the Response submitted by the Apparent Successful Bidder. If changes are requested as part of the Proposal Response, AOC may consider, but shall be under no obligation to agree to, modifications to the General Terms and Conditions of Attachment B, Sample Contract.

2. Non-Endorsement

The award of a Contract is not an endorsement by the State or AOC of the Bidder or Bidder’s Services and shall not be represented as such by Bidder in any advertising or other publicity materials.

By submitting a Response to this Solicitation, the Bidder agrees to make no reference to AOC in any literature, promotional materials, brochures, sales presentations or the like without the prior written consent of AOC.

3. Background Checks

Individuals who will be performing the Contract on behalf of the Apparent

CONTRACTING PROCEDURES

Successful Bidder may be required to undergo background checks upon AOC request. The Bidder will be responsible for the fees associated with the background checks. Individuals who have disqualifying results (showing crimes and/or negative actions) may not be permitted to provide Services under the Contract.

ATTACHMENT A - SAMPLE INFORMAL

PROPOSAL SUMBISSION LETTER

[NOTE: Bidders should use their business letterhead. Failure to submit a letter in this format with the required information may result in disqualification of your proposal as non-responsive] Date Bidder Name Address of Bidder Principal Place of Business Bidder Telephone Number Bidder Fax Number Bidder Email Address Name of Contract Person, if different from Bidder Name

Re: Copy Editor #2024-11-14

Dear Sir or Madam:

Enclosed please find the Response of (Bidder) with respect to the above Informal Solicitation. This Response includes this Letter (Attachment A) as well as (Attachment B) Bidders Proposal, and (Attachment C) Fee Schedule as set forth in the Informal Solicitation Document. In addition to these completed Attachments, the response includes the following additional materials (if any):

I am authorized to submit this Response on behalf of Bidder, to make representations on behalf of Bidder and to commit Bidder contractually.

I have read the Informal Solicitation Document and Sample Contract. In submitting this Response, Bidder accepts all terms and conditions stated in the Informal Solicitation Document, including those set forth in the following amendments which Bidder has downloaded (please complete, indicating if no amendments were issued):

Amendment Number(s) Date(s) Issued

No Amendments were issued with respect to this RFP

Bidder represents that it meets all minimum qualifications set forth in this AOC Informal Solicitation and is capable, willing and able to perform the services described in the AOC Informal Solicitation within the time frames set forth for performance.

By my signature below, I certify that all statements and information provided in Bidder’s Response are true and complete.

Sincerely, (Signature) Typed Name and Title of Bidder or Authorized Representative

ATTACHMENT B SAMPLE CONTRACT

PERSONAL SERVICES CONTRACT – PSCXXXX

BETWEEN

WASHINGTON STATE ADMINISTRATIVE OFFICE OF THE COURTS

AND

TBD

This Contract is made and entered into by and between Washington State Administrative Office of the Courts (AOC), and TBD, (Bidder), which individually will be referred to as the “party” and collectively as the “Parties”.

I. PURPOSE

The Administrative Office of the Courts, a state agency within Washington’s judicial branch, supports Washington’s non-unified courts through a wide range of services.

The AOC seeks to contract with a Copy Editor(s) to be on retainer to edit documents or reports as needed.

AOC intends to award Contract(s) for the Services described in this Informal Solicitation. Additional services appropriate to the scope of this Solicitation, as determined by AOC, may be added to the Contract as mutually agreeable by signed written amendment.

II. STATEMENT OF WORK AND DELIVERABLES

The SOW will be finalized after ASB has been determined.

III. PERIOD OF PERFORMANCE

Subject to other contract provisions and regardless of the date of signature, the period of performance under this contract will commence on date TBD, 2024 and run through June 30, 2025.

IV. COMPENSATION AND PAYMENT

AOC shall pay Bidder TBD per hour up to a maximum of TBD per year, tax inclusive, for the performance of work as set forth above. This amount includes expenses necessary or incidental to performing the items under the Statement of Work and Deliverables, including, but not limited to, travel, lodging and per diem related expenses. Bidder will submit an invoice after the completion and acceptance of each deliverable noted above.

V. BILLING PROCEDURES

Vendor must register with the Office of Financial Management and receive a Statewide Vendor Number (“SWV”) prior to submitting invoices.

Statewide Vendor/Payee Services | Office of Financial Management (wa.gov)

Bidder will submit properly-prepared itemized invoices via email to AOC Financial Services at payables@courts.wa.gov. Invoices shall be submitted no more frequently than once a month. Incorrect or incomplete invoices shall be returned by AOC to Bidder for correction and reissuance. The invoices shall describe and document to AOC’s https://ofm.wa.gov/it-systems/accounting-systems/statewide-vendorpayee-services mailto:payables@courts.wa.gov reasonable satisfaction a description of the work performed the progress of the project, and fees. All invoices shall provide and itemize, at a minimum, the following:

VI. PERIOD OF PERFORMANCE

Subject to other contract provisions and regardless of the date of signature, the period of performance under this contract will commence on (DATE) and run through June 30, 2025, unless there is an agreement to extend by mutually executed amendment.

VII. COMPENSATION AND PAYMENT

AOC shall pay Bidder TBD per hour up to a maximum of TBD per year, tax inclusive, for the performance of work as set forth above. This amount includes expenses necessary or incidental to performing the items under the Statement of Work and Deliverables, including, but not limited to, travel, lodging and per diem related expenses. Bidder will submit an invoice after the completion and acceptance of each deliverable noted above.

VIII. BILLING PROCEDURES

Vendor must register with the Office of Financial Management and receive a Statewide Vendor Number (“SWV”) prior to submitting invoices.

Statewide Vendor/Payee Services | Office of Financial Management (wa.gov)

Bidder will submit properly-prepared itemized invoices via email to AOC Financial Services at payables@courts.wa.gov. Invoices shall be submitted no more frequently than once a month. Incorrect or incomplete invoices shall be returned by AOC to Bidder for correction and reissuance. The invoices shall describe and document to AOC’s reasonable satisfaction a description of the work performed the progress of the project, and fees. All invoices shall provide and itemize, at a minimum, the following:

A. Contract Number PSCXXXX;

B. Bidder name, address, phone number;

C. Statewide Vendor Number (SWV);

D. Description of Services provided and approved by AOC PM;

E. Date(s) Services were provided;

F. Total Invoice Price.

Payment will be considered timely if made by AOC within thirty (30) calendar days of receipt of a properly-prepared invoice. No invoice shall be submitted until after a deliverable has been accepted by the AOC Project Manager. Payment shall be sent to the address designated by the Bidder.

AOC may, in its sole discretion, terminate the contract or withhold payments claimed by the Bidder for services rendered if the Bidder fails to satisfactorily comply with any term or condition of this contract.

No payments in advance or in anticipation of services or supplies to be provided under this contract shall be made by AOC.

IX. PROJECT MANAGEMENT

The Project Manager and the Bidder shall be the contact person for all communications regarding the performance of this Contract.

https://ofm.wa.gov/it-systems/accounting-systems/statewide-vendorpayee-services mailto:payables@courts.wa.gov

AOC Project Manager Bidder

X. ASSURANCES

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

XI. HARDWARE AND SOFTWARE USE

The Bidder shall ensure that Bidder will have the hardware and software necessary to complete the engagement as identified in the scope of work. AOC will not supply hardware or software to the Bidder unless specifically agreed to in writing.

XII. SITE SECURITY

Bidder staff shall conform in all respects with physical, fire or other security regulations while on site premises. Failure to comply with safety regulations may be grounds for revoking or suspending security access to these facilities. AOC reserves the right and authority to immediately revoke security access to Bidder staff for any real or threatened breach of this provision. Upon reassignment or termination of any Bidder staff, Bidder agrees to promptly notify AOC.

XIII. ENTIRE AGREEMENT

Each of the documents listed below including but not limited to, are incorporated by reference into this Contract as though fully set forth herein.

A. PSCXXXX TBD

B. AOC Informal Solicitation RFP # 2024-11-14 Copy Editor and all attachments

(including any schedules, exhibits or attachments to any such SOW); all Bidder or manufacturer publications, written materials and schedules, charts, diagrams, tables, descriptions, other written representations, and any other supporting materials Bidder expressly referenced or incorporated into any of the documents referenced.

XIV. 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.

XV. APPROVAL

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

THIS CONTRACT is executed by the persons signing below who warrant that they have the authority to execute the contract.

AGREED:

Washington State Administrative Office of the Courts

Bidder

Signature Signature

Name Name

Title Title

Date Date

APPENDIX - B

PERSONAL SERVICES CONTRACT – PSCXXXX

GENERAL TERMS AND CONDITIONS

ACCESS TO DATA

In compliance with chapter 39.29 RCW, the Bidder shall provide access to data generated under this contract to AOC, 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, recommendations of the Bidder’s reports, including computer models and methodology for those models.

AMERICAN WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the “ADA” 28 CFR Part 35 The Bidder 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.

ADVANCE PAYMENTS PROHIBITED

No payment in advance or in anticipation of services to be provided under this contract shall be made by the AOC.

CHANGES AND MODIFICATIONS

Any change or modification to this contract must be in writing and signed by both parties.

CONFLICT OF INTEREST

The AOC may, by written notice to the Bidder, terminate this contract if it is found after due notice and examination by the AOC that there is a violation of the Ethics in Public Service Act, chapter 42.52 RCW; or any similar statute involving the Bidder in the procurement of, or performance under, this contract.

In the event this contract is terminated as provided above, the AOC shall be entitled to pursue the same remedies against the Bidder as it could pursue in the event of a breach of the contract by the Bidder. The rights and remedies of the AOC provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law.

COVENANT AGAINST CONTINGENT FEES

The Bidder warrants that no person or selling agent has been employed or retained to solicit or secure this contract upon an agreement or understanding for an AOC percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the Bidder for purposes of securing business. The AOC shall have the right, in the event of breach of this clause by the Bidder, 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 AOC percentage, brokerage or contingent fee.

DISPUTES

In the event that a dispute arises under this Agreement, the parties agree that it shall be determined by a Dispute Board in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint two additional members to the Dispute Board. The Dispute Board shall review the facts, agreement terms, and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the parties.

FORCE MAJEURE

Neither Bidder nor AOC shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such party. Such events shall include but not be limited to strikes, lockouts, riots, acts of war, epidemics, pandemics, acts of government, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of the other party or third parties (except SubBidders).

GOVERNING LAW

This contract shall be governed by the laws of the state of Washington. In the event of a lawsuit involving this contract, venue shall be proper only in Thurston County. The Bidder, by execution of this contract, acknowledges the jurisdiction of the courts of the state of Washington in this matter.

INDEMNIFICATION

The Bidder shall defend, protect, and hold harmless the state of Washington, the AOC, or any employees thereof, from and against all claims, suits or actions arising from the Bidder's acts which are libelous or slanderous, which result in injury to persons or property, which violate a right of confidentiality, or which constitute an infringement of any copyright, patent, trademark or trade name through use or reproduction of material of any kind.

INDEPENDENT CAPACITY OF THE BIDDER

The Bidder and his or her employees or agents performing under this contract are not employees or agents of AOC. The Bidder will not hold himself/herself out to be an officer or employee of AOC or of the state of Washington by reason hereof, nor will the Bidder make any claim of right, privilege or benefit which would accrue to an employee under chapter 28B.16 RCW or chapter 41.06 RCW or which would accrue to an employee of the Judicial Branch specifically exempted by chapter 41.06 RCW.

INDUSTRIAL INSURANCE COVERAGE

Prior to performing work under this agreement, the Bidder shall provide or purchase industrial insurance coverage for the Bidder’s employees, as may be required by an “employer” as defined in Title 51 RCW, and shall maintain full compliance with Title 51 RCW during the course of this contract. Should the Bidder fail to secure industrial insurance or fail to pay premiums, as may be required under Title 51 RCW, the AOC may deduct the amount of premiums and any penalties owing from the amounts payable to the Division of Industrial Insurance. This provision does not waive any right under RCW

51.12.050 to collect from the Bidder amounts paid by the AOC.

The AOC will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for this Bidder or any SubBidder or employee of the Bidder which might arise under the industrial insurance laws during the performance of duties and services under this contract. If the Washington State Department of Labor and Industries, upon audit, determines that industrial insurance payments are due and owing as a result of work performed under this contract, those payments shall be made by the Bidder; the Bidder shall indemnify the AOC and guarantee payment of such amounts.

Industrial insurance coverage through the Department of Labor & Industries is optional for sole proprietors, partners, corporate officers and others, per RCW 51.12.020.

LICENSING, ACCREDITATION AND REGISTRATION

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

LIMITATION OF AUTHORITY

Only the Contracting Officer or his/her delegates (delegation to be made in writing prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract on behalf of the AOC. Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of this contract is not effective or binding unless made in writing and signed by the Contracting Officer or his or her delegate.

NON-ASSIGNABILITY

Neither this contract, nor any claim arising under this contract, shall be transferred or assigned by the Bidder.

NONDISCRIMINATION

During the performance of this contract, the Bidder shall comply with all federal and state nondiscrimination laws, regulations and policies.

NONCOMPLIANCE WITH NONDISCRIMINATION LAWS

In the event of the Bidder's noncompliance or refusal to comply with any nondiscrimination law, regulation, or policy, this contract may be rescinded, canceled or terminated in whole or in part, and the Bidder may be declared ineligible for further contracts with the AOC.

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

PERSONALITY RIGHTS

Bidder grants the AOC the rights to use Bidder's name, voice, signature, photograph or other likeness in conjunction with services provided under this Agreement and to videotape or audio record the presentation.

PRIVACY PROTECTION

Personal information collected, used or acquired in connection with this contract shall be used solely for the purposes of this contract. Bidder and its subBidders agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of the agency or as provided by law. Bidder agrees to implement physical, electronic and managerial safeguards to prevent unauthorized access to personal information.

The AOC reserve the right to monitor, audit, or investigate the use of personal information collected, used or acquired by the Bidder through this contract. The monitoring, auditing or investigating may include but is not limited to “salting” by the AOC. Salting is the act of placing a record containing unique but false information into a database that can be used later to identify inappropriate disclosure of data contained in the database.

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

PUBLICITY

The Bidder agrees to submit to the AOC all advertising and publicity matters relating to this contract which AOC’s name can be implied or is specifically mentioned. The Bidder agrees not to publish or use such advertising and publicity matters without the prior written consent of AOC.

REGISTRATION WITH DEPARTMENT OF REVENUE

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

RIGHTS IN DATA

The AOC shall own all rights, title and interest in and to all materials developed and delivered under this contract. The Bidder grants to the AOC royalty-free, perpetual license to copy, use, distribute, and modify all materials developed and delivered under this contract for the use and benefit of the judicial branch of the Washington State government.

This license does not include the right to sub-license, sell or otherwise transfer the materials or any rights to the materials to any other person or organization for any purpose without the express written authorization of the Bidder.

Materials provided by the AOC to the Bidder remain the sole property of the AOC and cannot be used by the Bidder for purposes beyond this contract without the express written authorization of the AOC.

RECORDS, DOCUMENTS, AND REPORTS

The Bidder 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 the AOC, the Office of the State Auditor, and federal officials so authorized by law, rule, regulation, or contract. The Bidder will retain all books, records, documents, and other material relevant to this contract for six years after settlement, and make them available for inspection by persons authorized this provision.

RIGHT OF INSPECTION

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

SAFEGUARDING OF INFORMATION

The use or disclosure by the Bidder of any information obtained as a result of performance under this contract concerning the AOC or the Court for any purpose not directly connected with the administration of the AOC's, the Court's or the Bidder's responsibilities with respect to services provided under this contract is prohibited except by written consent of the AOC or the Court.

SAVINGS

In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this contract and prior to normal completion, the AOC may terminate the contract under the “Termination for Convenience” clause, without the five-day notice requirement, subject to renegotiation under those new funding limitations and conditions.

SEVERABILITY

If any provision of this contract or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect other provisions of this contract which can be given effect without the invalid provision, and to this end the provisions of this contract are declared to be severable.

SUBCONTRACTING

Neither the Bidder nor any SubBidder shall enter into subcontracts for any of the work contemplated under this contract without obtaining prior written approval from the AOC.

TERMINATION

A. Termination for Default

The AOC may, by written notice, terminate this contract, in whole or in part, for failure of the Bidder to perform any of the obligations or provisions required by the contract.

In the event of default, the Bidder shall be liable for damages as authorized by law, including but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time; Provided, that if (i) it is determined for any reason the Bidder was not in default, or (ii) the Bidder’s failure to perform is without Bidder’s and/or SubBidder’s control, fault, or negligence, the termination shall be deemed to be a Termination for Convenience.

B. Termination for Convenience

Except as otherwise provided in this contract, the AOC may terminate this contract by providing written notice of such termination to the Bidder, specifying the effective date thereof, at least five (5) calendar days prior to such date. If this contract is so terminated, the AOC shall be liable only for payment for services rendered prior to the effective date of termination.

TERMINATION PROCEDURE

Upon termination of this contract, the AOC, in addition to any other rights provided in this contract, shall require the Bidder to deliver to the AOC any property specifically produced or acquired for the performance of such part of the contract as has been terminated. The provisions of the “Treatment of Assets” clause shall apply in such property transfer.

The AOC shall pay to the Bidder the agreed upon price, if separately stated, for completed work and services accepted by the AOC, and the amount agreed upon by the Bidder and the AOC for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services which are accepted by the AOC, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Contracting Officer shall determine the extent of liability of the AOC. The AOC may withhold from any amounts due the Bidder such sum as the AOC determines to be necessary to protect the AOC against potential loss or liability.

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

After receipt of notice of termination, and except as otherwise directed by the AOC, the Bidder shall:

A. Stop work under this contract on the date and to the extent specified, in the notice;

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

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

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

E. Transfer title to the AOC and deliver in the manner, at the times, and to the extent directed by the AOC any property which, if the contract had been completed, would have been required to be furnished to the AOC;

F. Complete performance of such part of work as shall not have been terminated by the AOC; and

G. Take such actions as may be necessary, or as the AOC may direct, for the protection and preservation of the property related to this contract which is in possession of the Bidder and in which the AOC has or may acquire an interest.

TREATMENT OF ASSETS

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

Any property of the AOC furnished to the Bidder shall, unless otherwise provided herein or approved by the AOC, be used only for the performance of this contract.

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

Upon loss or destruction of, or damage to, any AOC property, the Bidder shall notify the AOC thereof and shall take all reasonable steps to protect that property from further damage.

The Bidder shall surrender to the AOC all property of the AOC prior to settlement upon completion, termination or cancellation of this contract.

WAIVER

Waiver of any default of any term or condition of this contract shall not be deemed to be a waiver of any other prior or subsequent default. Waiver of breach of any provision of the contract shall not be deemed a waiver of any other or subsequent breach and shall not be construed as a modification of the terms of this contract unless stated to be such in writing, signed by the Contracting Officer and attached to the original contract.