Exhibit A - DSHS Standard T&C's.pdf

FROM AGENCY NO LOCATION MAILSTOP

300 1AB100000 45678

SHIP TO

LOCATION

300 1AB100000 45678

MAILSTOPAGENCY NO

TO(VENDOR)

Vendor Name:

Vendor Contact:

Vendor Address:

MAIL/EMAIL

INVOICES TO

DSHS Office Name Attn: Contact Persons Name 1234 Washington St. SE, OB-2 5th Floor, SW Wing PO Box 45678 Olympia,WA 98506

AUTHORITY/CONTRACT NO

Auth/Contract #

FOB POINT

Destination

PAYMENT TERMS

net30

PURCHASE REQUEST NO

PR2312345

ITEM

NO

DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL COST

1 Item/Product Descriptions, etc... 1 Each $100.00 $100.00

1. The Terms and Conditions of any applicable Washington State Master Contract are incorporated by reference and apply to this Purchase Order. See the “Authority/Contract No” box above.

2. Show Purchase Order Number on all invoices, packages and shipping documents.

3. Mail/email copy of invoice at time of shipment.

4. Washington State sales tax applies to this order.

5. Payment is contingent on DSHS acceptance of identified deliverables.

SUB TOTAL

SHIPPING

TOTAL

$100.00

$0.00

$0.00

$100.00

TAX

Instructions To

Vendor

AGENCY NO LOCATION MAILSTOP

300 1AB100000 45678

0.0

Ref Doc Suf

Trans Code

M O D

FUND APPN

INDEX

PROG

INDEX

SUB

OBJ

SUB SUB

OBJ

ORG

INDEX

ALLOC BUDG

UNIT

MOS PROJ SUB

PROJ

Project Phase

AMOUNT INVOICE NUMBER

NB 4322

DATE WARRANT TOTAL WARRANT NUMBERACCOUNTING APPROVAL FOR

PAYMENT

PREPARED BY

John Smith

PHONE AGENCY

APPROVAL

(253) 123-4567

DATE

ABOVE PRODUCTS/SERVICE RECEIVED BY (PRINT NAME) RECEIVER'S SIGNATURE DATE RECEIVED RECEIVER'S PHONE NO RECEIVER'S FAX NO

Vendor Name:

Vendor Contact:

Vendor Address:

REMIT PAYMENT

TO

DOC DATE PMT DUE DATE CURRENT DOC NO REF DOC NO VENDOR NUMBER

SWV003545900

VENDOR MESSAGE USE TAX UBI NUMBER

(INITIATOR)

DSHS Office Name Attn: Contact Persons Name 1234 Washington St. SE, OB-2 5th Floor, SW Wing PO Box 45678 Olympia,WA 98506

DSHS Office Name Attn: Contact Persons Name 1234 Washington St. SE, OB-2 5th Floor, SW Wing PO Box 45678 Olympia,WA 98506

DSHS Electronic Purchase Order 5/5/2023

Date Purchase Order Number

300PO2312345

SAMPLE

PURCHASE O

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WITH D

SHS STANDARD

TERMS AND C

ONDITIO

NS

DSHS STANDARD TERMS AND CONDITIONS

The Contractor shall provide the goods and services described in this Purchase Order subject to the following Standard Terms and Conditions, unless otherwise noted on the face of the Purchase Order. All additional or different terms proposed by the Contractor are objected to and hereby rejected unless otherwise provided in a writing signed by a duly authorized representative of the Agency.

1. DEFINITIONS.

a. “Agency” means the Department of Social and Health Services.

b. “Purchase Order” means an Agency order for goods, services, or both goods and services (the “Deliverables” that becomes a binding contract upon written acceptance or performance by the Contractor, and that consists of the face of the Purchase Order and these Standard Terms and Conditions, and any other specifically referenced documents.

c. “Contractor” means the individual, partnership, company, or corporation contractually obligated to provide the Deliverables described in this Purchase Order.

2. WARRANTIES. Contractor warrants that all Deliverables provided under this Purchase Order shall be fit for the purpose(s) for which intended, for merchantability, and shall conform to the requirements and specifications herein.

3. DELIVERY, INSPECTION, REJECTION, CURE.

a. TIME OF THE ESSENCE. Time is of the essence in the performance of this Purchase Order.

b. SHIPPING & RISK OF LOSS. All goods subject to this Purchase Order shall be shipped F.O.B.

destination. Risk of loss of the goods shall pass to the Agency at the time the goods are accepted by the Agency.

c. INSPECTION. The Agency's inspection of all goods upon delivery is for the sole purpose of identification.

Such inspection shall not be construed as acceptance of the goods.

d. REJECTION. The Agency may reject any nonconforming Deliverables by seasonably notifying the Contractor in writing.

e. OPPORTUNITY TO CURE. Contractor shall have the right to cure the materiality of any breach prior to the time for performance under this Purchase Order. This right to cure terminates upon the time for performance.

4. INVOICING & PAYMENT.

a. ADVANCE PAYMENT PROHIBITED. No payments in advance or in anticipation of goods or services to be provided under this Purchase Order shall be made by Agency.

b. INVOICING. Contractor shall provide original invoices. Each invoice shall reference the Purchase Order number. Invoices shall be properly annotated with applicable prompt payment discount(s).

c. IDENTIFICATION. All invoices, packing lists, packages, instruction manuals, correspondence, shipping notes, shipping containers, and other written documents relating to this Purchase Order shall be identified by the Purchase Order number. Packing lists shall be enclosed with each shipment, indicating the contents therein.

d. PAYMENT. Payment shall be made net 30 days of receipt of invoice. Payment is contingent on DSHS acceptance of identified deliverables.

5. DEFAULT, REMEDIES, WAIVER.

a. DEFAULT. Contractor shall be in default if it is in material breach of any term or condition of this Purchase Order. The time of default shall begin when the material breach occurs or after any applicable opportunity to cure period lapses, whichever is later.

DSHS Electronic Purchase Order 5/5/2023

Date Purchase Order Number

300PO2312345

SAMPLE

PURCHASE O

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TERMS AND C

b. REMEDIES.

(1) With respect to any nonconforming Deliverables, the Agency may elect to do one or more of the following:

(a) Specific performance. If the Deliverables are unique, sole sourced, or otherwise deemed by the Agency to be unavailable elsewhere, the Agency may demand specific performance.

(b) Cover. The Agency may obtain substitute Deliverables and charge the Contractor the difference between the cost of the substitute Deliverables and the contracted for price in this Purchase Order.

(c) Price reduction. The Agency may retain nonconforming Deliverables and equitably reduce the price of the Purchase Order based on the difference between the contracted for price and the fair market value of the nonconforming Deliverables.

(d) Return. The Agency may return or set aside for pickup by the Contractor any nonconforming goods and terminate this Purchase Order for cause.

(2) The Contractor shall be liable for all incidental and consequential damages caused by any breach of this Purchase Order. Such damages may be recovered, in whole or in part, by equitable price reduction or credit against any amounts that may be owed to the Contractor under this Purchase Order.

(3) THE AGENCY'S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO

THIS PURCHASE ORDER SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THIS

PURCHASE ORDER. FURTHERMORE, IN THE EVENT OF A TERMINATION OF THIS

PURCHASE ORDER, THE AGENCY'S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT

OF OR RELATED TO THIS PURCHASE ORDER SHALL NOT EXCEED THE PURCHASE PRICE

OF SERVICES RENDERED OR GOODS DELIVERED PRIOR TO THE EFFECTIVE DATE OF THE

TERMINATION.

(4) The rights and remedies provided by this Purchase Order are cumulative and (except as otherwise provided in this Purchase Order) are not exclusive of any other or additional rights or remedies provided by law.

c. WAIVER. Waiver of any breach or default shall not be deemed to be a waiver of any subsequent breach or default. Any waiver shall not be construed to be a modification of the terms of this Purchase Order unless stated to be such in writing by a duly authorized representative of the Agency.

6. TERMINATION. Except as provided below, this Purchase Order shall terminate upon successful performance of all obligations by both parties.

a. TERMINATION DUE TO CHANGE IN FUNDING. In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Purchase Order and prior to normal completion, the Agency may terminate the Purchase Order without advance notice, subject to renegotiation at the Agency's discretion under those new funding limitations and conditions.

b. TERMINATION FOR CAUSE. In the event the Agency determines the Contractor is in default, the Agency shall have the right to suspend or terminate this Purchase Order. A termination shall be deemed to be a “Termination for Convenience” if it is determined that the Contractor: (1) was not in default; or (2) failure to perform was outside of its control, fault, or negligence.

c. TERMINATION FOR CONVENIENCE. Except as otherwise provided in this Purchase Order, the Agency may, by ten (10) days written notice, beginning on the second day after mailing, terminate this Purchase Order, in whole or in part.

7. DISPUTE RESOLUTION. Except as otherwise provided in this Purchase Order, when a dispute arises between the parties and it cannot be resolved by direct negotiation, the parties agree to participate in mediation in good faith. The mediator shall be chosen by agreement of the parties. If the parties cannot agree on a mediator, the parties shall use a mediation service that selects the mediator for the parties.

The parties agree that mediation shall precede any action in a judicial or quasi-judicial tribunal.

Nothing in this Purchase Order shall be construed to limit the parties' choice of a mutually acceptable alternative dispute resolution method such as a dispute hearing, a dispute resolution board, or arbitration.

DSHS Electronic Purchase Order 5/5/2023

Date Purchase Order Number

300PO2312345

SAMPLE

PURCHASE O

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WITH D

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TERMS AND C

8. ATTORNEY FEES & COSTS. In the event of litigation or other action is brought that arises out of or is related to this Purchase Order, each party shall bear its own attorney fees and costs.

9. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless the Agency, and all officials, agents, and employees of Agency, from and against all claims for injuries or death arising out of or resulting from the performance of the Purchase Order. Contractor’s obligation 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 the Agency for any claim arising out of or incident to Contractor's or any subcontractor's performance or failure to perform the Purchase Order. Contractor's obligation to indemnify, defend, and hold harmless the Agency shall not be eliminated or reduced by any actual or alleged concurrent negligence of the Agency or any of 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 the Agency and its officials, agents, or employees.

10. ANTITRUST. The Contractor hereby assigns to Agency any and all of its claims for price fixing or overcharges which arise under federal or state law relating to the goods, products, or services purchased under this Purchase Order.

11. INSURANCE. The Contractor shall procure and maintain Workers' Compensation insurance in the amount required by law, General Liability insurance at a minimum of $1,000,000 per occurrence and $2,000,000 general aggregate, and Automobile Liability Insurance at or above the amount required by law, at its own expense, for all work related to the performance of this Purchase Order.

12. INTEGRATION & RULES OF PRECEDENCE.

a. INTEGRATION. This Purchase Order contains all the terms and conditions agreed upon by the parties.

No other understandings, oral or otherwise, regarding the subject matter of this Purchase Order shall be deemed to exist or to bind any of the parties hereto.

b. RULES OF PRECEDENCE. In the event of an inconsistency in this Purchase Order, the inconsistency shall be resolved by giving precedence in the following order:

(1) The face of the Purchase Order;

(2) The State Master Contract (if applicable);

(3) These Standard Terms and Conditions;

(4) Any referenced Contractor quote or other document.

13. MODIFICATIONS. This Purchase Order 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.

14. ASSIGNMENT & SUBCONTRACTING.

a. ASSIGNMENT. Neither this Purchase Order, nor any claim arising under this Purchase Order, shall be transferred or assigned by the Contractor without prior written consent of the Agency.

b. SUBCONTRACTING. Neither the Contractor nor any subcontractor shall enter into subcontracts for any of the work contemplated under this Purchase Order without obtaining prior written approval of the Agency.

15. COMPLIANCE WITH APPLICABLE LAW. At all times during the term of this Purchase Order, the Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to, nondiscrimination laws and regulations.

a. CERTIFICATION REGARDING RUSSIAN GOVERNMENT CONTRACTS and/or INVESTMENTS.

Contractor shall abide by the requirements of Governor Jay Inslee’s Directive 22-03 and all subsequent amendments. The Contractor, by accepting the terms of this Contract, certifies that the Contractor is not presently an agency of the Russian government, an entity which is Russian-state owned to any extent, DSHS Electronic Purchase Order 5/5/2023

Date Purchase Order Number

300PO2312345

SAMPLE

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or an entity sanctioned by the United States government in response to Russia’s invasion of Ukraine.

The Contractor also agrees to include the above certification in any and all Subcontracts into which it enters. The Contractor shall immediately notify DSHS if, during the term of this Contract, Contractor does not comply with this certification. DSHS may immediately terminate this Contract by providing Contractor written notice if Contractor does not comply with this certification during the term hereof.

b. CIVIL RIGHTS AND NONDISCRIMINATION. Contractor shall comply with all federal and state civil rights and nondiscrimination laws, regulations, and executive orders to the extent they are applicable to this Agreement, including, but not limited to, and as amended, Titles VI and VII of the Civil Rights Act of 1964; Sections 503 and 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act (ADA);

Executive Order 11246; the Health Insurance Portability and Accountability Act of 1996 (HIPAA); the Age Discrimination in Employment Act of 1967, the Age Discrimination Act of 1975, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, and Chapter 49.60 of the Revised Code of Washington, Washington’s Law Against Discrimination. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated.

In the event of the Contractor’s noncompliance or refusal to comply with any applicable nondiscrimination laws, regulations, and executive orders, this Purchase Order may be rescinded, canceled, or terminated in whole or in part.

16. PUBLICITY. The Contractor shall not name the Agency as a customer, nor use any information related to this Purchase Order, in any format or media, in any of Contractor’s advertising or publicity without prior written consent from the Agency.

17. INDEPENDENT CONTRACTOR. The parties intend that an independent contractor relationship will be created by this Purchase Order. The Contractor and its employees and agents performing under this Purchase Order are not employees or agents of the Agency. Conduct and control of the work to be performed under this Purchase Order shall be solely within the purview of the Contractor.

18. CHOICE OF LAW & VENUE. This Purchase Order shall be construed and interpreted in accordance with the laws of the State of Washington. The venue of any action that arises out of or is related to this Purchase Order shall be in the Superior Court for Thurston County.

19. SEVERABILITY. In the event any provision of this Purchase Order is held to be invalid or unenforceable, the remaining provisions shall remain valid and binding.

DSHS Electronic Purchase Order 5/5/2023

Date Purchase Order Number

300PO2312345

SAMPLE

PURCHASE O

RDER

WITH D

SHS STANDARD

TERMS AND C