EXHIBIT A SAMPLE COMPETITIVE BID AWARD.pdf

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MASTER BID AGREEMENT

NORTHSHORE SD 417

Purchasing

Northshore School District

3330 Monte Villa Parkway

Bothell, WA 98021-8972 425-408-7651

MASTER AGREEMENT

RFP# 2024-07-22 BEHAVIOR SPECIALIST SERVICES

VENDOR

EFFECTIVE DATE: SEPTEMBER 1, 2024

Master Agreement made as of the DDth day of MM 2024, between Northshore School District (NSD) and Vendor name (Vendor), who agree as follows:

1. Term of Agreement: The term of this Agreement is from September 1, 2024 through August 31, 2025.

2. Goods/Services: Vendor was awarded contract as a result of a competitive Invitation for Bid process, IFB# 2024-07-22 Behavior Specialist Services, to provide behavior support for student(s) and families. In the event that the terms of the scope of work conflict with the terms of this Agreement, the terms of this Agreement shall prevail.

Vendor Proposal, and all accompanying required Attachments (A, B, C, D, D1, D2, E) are included, referenced, and incorporated herein to create binding agreement between both parties.

3. Invoices: In consideration for the services rendered as set forth herein, NSD shall pay Vendor according to product awarded price list from bid proposal, referenced and incorporated herein, provided Vendor is not in default in the performance of any of its duties or obligations. The Vendor shall leave printed invoice(s) at delivery site at the time of delivery. District payment term is Net30.

4. Right to Use Information and Documents: NSD shall be entitled to use any final documents, electronic files, or other work performed or prepared by Vendor under this Agreement in connection with the Work or for subsequent projects, regardless of whether Vendor is a consultant or otherwise participating in such subsequent projects. Vendor shall not be held liable for reuse of documents or modifications thereof, including documents on electronic media, by NSD or its representative for any purpose other than the original intent of this Agreement.

Consultant shall retain all right and title to all patentable and un-patentable inventions including confidential know-how developed by Consultant hereunder. Consultant hereby grants to NSD a royalty-free nonexclusive, non-assignable license as to such inventions and know-how to use the same in any NSD facility.

5. Confidentiality: Vendor shall exercise reasonable efforts to avoid the disclosure of business or technical information provided by NSD to Vendor, except as otherwise approved by NSD, in writing or electronic communications, as reasonably necessary for performance of the Work. Vendor shall comply with all applicable state and federal laws and regulations pertaining to data privacy and security, including FERPA, COPPA, PPRA, SUPER and all other Washington privacy statutes.

To the extent that Vendor may be exposed to confidential information, including but not limited to personally identifiable information from student records, pursuant to the Family Educational Rights and Privacy Act, 20 U.S.C. Section 1231(g), et seq., (FERPA) and the Individuals with Disabilities Education Act, 20 U.S.C. Section 1400, et seq., (IDEA), Vendor acknowledges that all documents which include personally identifiable information contained in or derived from a student’s education records are deemed confidential pursuant to FERPA and IDEA. Vendor agrees not to re-disclose any such personally identifiable information without the prior written consent of the student’s parent or the student, in the case of

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students who have reached the age of majority, or unless re-disclosure is otherwise authorized by law. Vendor agrees to return all documents deemed confidential pursuant to FERPA and/or IDEA to NSD at the conclusion of this contract.

Personal identifiable student information or any other information declared confidential by NSD shall not be disclosed unless authorized in writing by NSD. This confidentiality obligation shall survive termination of this Agreement.

6. Compliance with laws: Vendor shall, at its sole expense, comply with all applicable laws and governmental rules, regulations or requirements, which may now or hereafter be in force, relating to its activities under this Agreement. NSD is an equal opportunity employer. The Vendor understands and agrees that its own compliance with applicable federal and state nondiscrimination laws is a condition precedent to its rights under this agreement and that violation of said laws may result in cancellation of this agreement.

The Vendor or any of its subcontractors, shall not utilize any employee at a District site or allow any contact between school children and any employee of Vendor when an employee has plead guilty to or been convicted of any felony crime specified under RCW 28A.400.322, as now existing or hereafter amended.

Vendor’s employees who have regularly scheduled unsupervised access to children or vulnerable adults, and/or who hire employees who will have regularly scheduled unsupervised access to children or vulnerable adults, shall perform a record check through the Washington State Patrol criminal identification system and through the Federal Bureau of Investigation at the time of hiring the employee, as required by RCW 28A.400.303. The record check shall include a fingerprint check using a complete Washington state criminal identification fingerprint card. If the employee has had a record check within the previous two years, NSD may waive the requirement. NSD shall determine whether the Vendor or NSD shall pay costs associated with the record check.

Vendor’s employees who have supervised access to children on an ongoing basis shall perform a multi-state background check demonstrating that the employee has no convictions for crimes listed in RCW 28A.400.322. If the employee has had a record check within the previous two years, NSD may waive the requirement. NSD shall determine whether the Vendor or NSD shall pay costs associated with the record check.

Any failure to comply with this section shall be grounds for the NSD’s immediate termination of this agreement.

7. Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters: Vendor certifies that, to the best of their knowledge/belief that neither the Vendor nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded for the award of contracts by any Federal or State governmental agency or department, as signed and attested to in Attachment D of bid proposal.

8. Federal Certification: Vendor certifies that they are in compliance and agreeance with Federal Acquisition Regulations provided in 7 CFR 210.21(d) as certified through Federal Certification documents provided within RFP and bid response, incorporated herein for reference.

9. Contractor Wage Certification: Pursuant to legislative enactment in 2017, RCW 39.26.160(2) & (4) requires responsible bidder criteria to include Vendor certification that the Vendor has not willfully violated Washington’s wage laws.

The Vendor hereby certifies (by authorized Vendor signature incorporated from Attachment D1 Wage Certification) that, this firm has NOT been determined by a final and binding citation and notice of assessment issued by the WA Department of Labor and Industries or through a civil judgement entered by a court of limited or general jurisdiction to have willfully violated, as defined in RW 49.48.082, any provision of RCW chapters 49.46, 49.48, or 49.52 within three (3) years prior to the date of the above-referenced procurement contractual agreement date.

10. Relationship of parties: Vendor, its employees and agents are contracting with NSD as an independent Vendor. This Agreement does not create any relationship with NSD of employer and employee, master and servant, principal and agent, or landlord and tenant. Vendor has no power or authority to make any statement or representation or to incur any debt, litigation or liability of any kind in the name of NSD, for it, or on its account. Vendor and persons engaged by the Vendor agree that they are not volunteers or employees of NSD in any capacity. NSD shall not be responsible for withholding or paying any taxes on behalf of Vendor, employees or agents. Vendor expressly waives any immunity or limitations (e.g. on the type or amount of damages, compensation, benefits or liability payable by Vendor) that might otherwise be afforded

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under any industrial insurance, worker’s compensation, disability benefit or similar law, rule, regulation or order of any governmental entity having jurisdiction (including, but not limited to, the Washington Industrial Act, Title 51 of the Revised Code of Washington). Vendor shall provide an IRS Form W-9 “Request for Taxpayer Identification Number and Certification” to NSD upon request.

11. Standard of Care: The Work performed, findings obtained, and recommendations prepared by Vendor shall be in accordance with generally and currently accepted professional practices and standards governing recognized firms in the area engaged in similar Work, who are familiar with the Work and exercising the skill, diligence, and care required of Vendor by this Agreement.

12. Governing Laws: This Agreement shall be governed and construed in accordance with the laws of the State of Washington.

13. Assignment: Neither Vendor or NSD shall assign any right or delegate any duty under this Agreement without the prior written consent of the other. Vendor may subcontract portions of the Work to other Vendors only with the prior written approval of NSD, following review and approval of an agreement regarding compensation related to such Work as set forth in this Agreement.

14. Entire Agreement, Precedence, and Acceptance Modifications: The terms and conditions set forth herein constitute the entire understanding of the parties relating to the provision of the Work by Vendor to NSD. All previous proposals, offers, and other communications relative to the provisions of these services by Vendor, oral or written, are hereby superseded, except to the extent that they have been expressly incorporated by reference herein. In the event of conflict, this Agreement, as amended, shall govern. This Agreement may be modified only by a written amendment executed in writing by both parties, provided a modification of the Work by NSD pursuant to the express terms of this Agreement shall not require a separate written amendment or change order.

15. Disputes, Attorney Fees: The parties will first attempt to resolve any dispute regarding this Agreement by exchange of documents by senior management of the parties, who may be assisted by counsel. The parties may, as part of the informal dispute resolution process, either negotiate directly or, if mutually agreed, engage the services of a mutually acceptable mediator to assist in the settlement process. The cost of the mediator shall be shared equally by the parties. Any thereafter unresolved disputes shall be litigated in the King County Superior Court, Seattle, Washington. In any litigation, the Prevailing Party shall be entitled to receive, as part of any award or judgment, its reasonable attorneys’ and experts’ fees and costs incurred in handling the dispute, whether incurred prior to or after the filing of litigation.

16. Waiver of Terms and Conditions: The failure of Vendor or NSD in any one or more instances to enforce one or more of the terms or conditions of this Agreement or to exercise any right or privilege in the Agreement or the waiver of Vendor or NSD of any breach of the terms or conditions of this Agreement shall not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same shall continue and remain in force and effect as if no such failure to enforce had occurred.

17. Notices: Any notices required hereunder may be sent orally confirmed US Mail, courier service (e.g. FedEx), orally confirmed telecopy (fax), or orally confirmed email to the addresses set forth below.

18. Severability and Survival: Each provision of this Agreement is severable from the others. Should any provision of this Agreement be found invalid or unenforceable, such provision shall be ineffective only to the extent required by law, without invalidating the remainder of such provision or the remainder of this Agreement, provided that such effect is consistent with the fundamental purpose of this Agreement. The terms and conditions set forth herein shall survive the termination of this Agreement.

19. Indemnification: The Vendor shall defend, indemnify, and hold NSD, its officers, agents, employees, and volunteers harmless from and against any and all liability, loss, expense, including reasonable attorney’s fees, or claims for injury or damages arising out of the performance of the Agreement but only in proportion to and to the extent such liability, loss, expense, attorney’s fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omission of the Vendor, its officers, agents, employees or volunteers.

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NSD shall defend, indemnify, and hold the Vendor, it officers, agents, employees, and volunteers harmless from and against any and all liability, loss, expense, including reasonable attorney’s fees, or claims for injury or damages arising out of the performance of the Agreement but only in proportion to and to the extent such liability, loss, expenses, attorney’s fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omission of NSD, its officers, agents, employees or volunteers.

20. Insurance: If indicated below, Vendor shall, at its sole expense, purchase and maintain the insurance so indicated; and a certificate of insurance naming NSD as a certificate holder shall be provided to NSD if requested. Such insurance shall not be canceled or reduced until 30 days prior written notice has been given to NSD.

Certificate Holder: Northshore School District, 3330 Monte Villa Parkway, Bothell, WA 98021

X Commercial General Liability with a limit of $1,000,000 per occurrence bodily injury, personal injury and property damage v combined, including premises and operations liability, contractual liability, personal injury liability.

X Workers Compensation (L&I) or confirm that Vendor lawfully waives coverage under workers compensation and unemployment compensation laws.

X Additional Insured: NSD and its officials and employees shall be included as additional insureds in all insurance.

21. COVID-19 Protocols: District adheres to State of WA Department of Health recommendation and guidelines as needed.

22. Termination for Convenience: This Agreement may be terminated by either party by giving thirty (30) days written notice to the other party. In the event of termination, neither party shall have any rights against the other except to the extent of those accrued prior to the termination date. No termination charges will apply.

23. Termination for Breach: Either party may terminate this Agreement in its entirety in the event of the other party’s breach of a material provision of this Agreement, which breach is not cured within thirty (30) days after the non-breaching party notifies the breaching party of such breach. To terminate the Agreement, the non-breaching party must send the breaching party written notice describing in detail the nature of the alleged material breach. The breaching party shall have thirty (30) days from receipt of such notice to correct or cure said breach. Failure to correct or cure said material breach within the thirty (30) day period shall permit the non-breaching party to immediately terminate this Agreement at the end of such thirty (30) day period.

NSD is committed to fulfilling its mission of strengthening our community through excellence in education. We believe that our employees, those hired through contractual services, and our volunteers should reflect and celebrate the diversity of the community that we serve. NSD is dedicated to fostering culturally inclusive environments, and to that end, all presentations and content shared with our students, staff, and community will be consistent with this belief and will not be contradictory to District Policy.

NSD and Vendor agree to the foregoing and have caused this Agreement to be executed by their duly authorized representatives as of the date set forth above.

NORTHSHORE SCHOOL DISTRICT VENDOR: name

ADMINISTRATOR

SIGNED:

BY: Tracy Patterson, Chief Financial Officer PRINT NAME: _______________________________________

TITLE:

ADDRESS:123 Main Bothell, WA 98021

UBI NUMBER:

FED ID NUMBER:

*The Northshore School District assures that its agency will comply with all state and federal guidelines and/or regulations.

Therefore, all applicants seeking employment opportunities and all contracts for goods and services will be considered and will not be discriminated against on the basis of race, color, national origin, gender, or disability. This is in accordance with

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Title VI of the 1964 Civil Rights Act; Section 504 of the Rehabilitation Act 1973, as amended; Americans with Disabilities Act, July 26, 1990, P.L. 101-336; and Title IX/Chapter 28A.640 RCW of the Education Amendments of 1972, as amended.