Exhibit D - Contract K0023.docx

PERSONAL SERVICE CONTRACT BETWEEN

DEPARTMENT OF FINANCIAL INSTITUTIONS

AND

Party Name

This contract (“Contract”) is made and entered into by and between the Department of Financial Institutions, State of Washington (“AGENCY”) and Party Name (“CONTRACTOR”) for the express purposes set forth in the following provisions of this contract.

In consideration of the terms and conditions contained herein, or attached and incorporated by reference and made a part hereof, the AGENCY and CONTRACTOR mutually agree as follows:

1. SCOPE OF WORK

A. OBJECTIVES

The Washington Saves Governing Board ("BOARD") is the administrator of the Washington Saves Program ("PROGRAM") and the state agency responsible for the effective and efficient administration of the Washington Saves Trust ("TRUST"), as defined in Chapter 19.05 of the Revised Code of Washington (RCW). AGENCY provides staff support for the BOARD and may contract with third parties to provide assistance during the implementation of the PROGRAM. CONTRACTOR will provide qualified investment consultation for the PROGRAM at the direction of the AGENCY’s Washington Saves Program Manager (“PROGRAM MANAGER”).

Qualified investment consultation includes:

1. Facilitating the BOARD’s development of an investment policy statement based on investment beliefs and objectives the BOARD establishes;

2. Advising on the development of a risk management and oversight program;

3. Participating in the solicitation of investment management services;

4. Working collaboratively within and across the organizations and teams that will ultimately be service providers to and stakeholders in the PROGRAM; and

5. Monitoring the performance of the investment manager(s) and the investment options ultimately included in the PROGRAM.

The services shall be primarily performed at the offices of the CONTRACTOR and at the offices of appropriate affiliates, related entities, subsidiaries and subcontractors; however, there will be some mandatory meetings in or near Tumwater, Washington.

While the selected consultant will be under the management purview of the PROGRAM MANAGER, the consultant will be expected to consult with the BOARD at the request of the PROGRAM MANAGER or BOARD.

B. TERMS AND CONDITIONS

Exhibit A contains the General Terms and Conditions governing work to be performed under this contract, the nature of the working relationship between AGENCY and the CONTRACTOR, and specific obligations of both parties.

C. DELIVERABLES

CONTRACTOR will deliver the following items and services to the AGENCY:

1. Facilitate a process for the BOARD to identify a set of investment beliefs and objectives.

2. Assist with the development and ongoing review of an investment policy statement (IPS) including an annual review to ensure alignment with Washington Saves' investment objectives, regulatory updates, and industry best practices.

3. Analyze and evaluate asset allocation and investment structure options for the TRUST based on BOARD-established investment beliefs and objectives, expected use of accounts, and risk reduction strategies.

4. Advise the BOARD on PROGRAM investment structure and design, including recommendations for default investment strategies and capital preservation components. This may include the appropriate role and duration of conservative investments (e.g., money market or stable value funds) for new savers, and the transition to longer-term growth vehicles (e.g., target date funds) based on participant needs and PROGRAM objectives.

5. Advise on and support the development of an ongoing risk management and oversight program.

6. Participate in the development of the investment manager request for proposals, if needed, and assist the BOARD with evaluation of the proposals.

7. Advise the BOARD on data that should be reported quarterly by investment manager(s).

8. Recommend or apply benchmarks appropriate to each investment option, and explain the methodology used to evaluate alignment with performance expectations, risk tolerance, and peer fund behavior.

9. Compare PROGRAM fees to the fees of other state-run retirement plans periodically including an annual benchmarking analysis covering investment management fees, PROGRAM administration fees, and industry comparisons to ensure cost efficiency.

10. Conduct monthly investment performance monitoring and provide quarterly evaluations of the TRUST that compare investment results to appropriate indices and BOARD policies.

11. Establish a structured process for flagging underperforming funds, including:

· Performance thresholds for identifying funds with historical underperformance.

· A "Watch List" mechanism to monitor flagged funds quarterly and recommend actions (continued monitoring, replacement, or reallocation).

· A clear set of criteria for fund removal or replacement, in consultation with the BOARD.

12. Provide investment-related educational sessions for BOARD members, as requested, up to twice per year.

13. Proactively notify the PROGRAM MANAGER and the BOARD of material shifts in market conditions, economic outlook, or regulatory developments that could impact the TRUST’s investments or investment strategy. As appropriate, provide written memos or briefings summarizing the potential implications for portfolio performance, risk exposure, and participant outcomes.

14. Provide general advice and recommendations on investment-related matters concerning the TRUST including investment personnel, investment strategy, investment option design or modifications, the overall qualitative position of investment manager(s), other state-run retirement program vendors, and state-run retirement industry issues and trends;

15. Collaborate and communicate with consultants, PROGRAM administrators, recordkeepers, investment managers, and other relevant parties, including (but not limited to) ensuring that investment strategy and design integrate seamlessly with administrative operations and the participant experience.

16. Attend all BOARD meetings unless notified otherwise by the BOARD. Attendance may include presentations to the BOARD, as needed and pursuant to a request from the PROGRAM MANAGER.

17. Be available for consultation with BOARD members and the PROGRAM MANAGER during standard business hours.

18. Respond to requests for consultation within a 24-hour period and be available for BOARD meetings with at least 3 days' notice.

All deliverables must be completed as early as possible, but no later than the due date assigned.

D. CONTRACTOR REPRESENTATIONS AND WARRANTIES

CONTRACTOR makes each of the following representations and warranties as of the effective date of this CONTRACT. If, at the time of any such order, CONTRACTOR cannot make such representations and warranties, CONTRACTOR shall, within three (3) business days notify AGENCY, in writing, of such breach.

1. CONTRACTOR has been actively providing advice on retirement plan investment options for at least the last 5 years, with expertise covering a wide range of investment vehicles.

2. CONTRACTOR has provided investment consultation services to entities managing funds totaling at least $1 billion.

3. CONTRACTOR agrees to serve as fiduciary to the TRUST, acting solely in the interests of the PROGRAM participants.

4. CONTRACTOR agrees that during the term of the contract, CONTRACTOR will not, without BOARD approval, have a contractual or other business relationship with any program management or administrative services contractor that provides services for the TRUST or any investment manager directing funds in the PROGRAM, either on its own or in partnership, with other entities.

5. CONTACTOR is qualified to do business in the State of Washington.

6. CONTRACTOR holds and will maintain all applicable licenses and registrations required under federal and state laws for businesses offering investment advisory services.

7. No partner, officer, investment officer, portfolio manager, research analyst, or trader of the CONTRACTOR has been convicted or pleaded no contest in a case stemming from a felony indictment.

8. CONTRACTOR is not and has not been a defendant in litigation relating to any services which it provides to the Board.

9. CONTRACTOR, any partner, related company (parent, subsidiary, sister), affiliate or joint venture, or any owner, officer, director, principal, or management level employee of CONTRACTOR has not been involved in any enforcement action by the Securities and Exchange Commission or any other governmental regulatory agency or been named a defendant in litigation where there was an allegation of violation of fiduciary responsibility.

10. CONTRACTOR has no other legal or disciplinary event that is materially relevant to it performing under this contract that it has not disclosed by either: (1) identifying the specific type of event and specifically referring to the relevant portions of the CONTRACTOR’s most recent Forms MA or MA-I (and, if doing so, providing detailed information specifying where the BOARD may electronically access such forms), or (2) providing a writing that fully and fairly discloses the information required to be disclosed under MSRB Rule G-42(c)(ii) and (b).

11. CONTRACTOR has never been terminated for cause from any contract.

12. CONTRACTOR will disclose any business relationships that may be construed to be a potential or actual conflict. The disclosure will be sufficiently detailed to inform the BOARD of the nature, implications, and potential consequences of each conflict and will include an explanation of how the CONTRACTOR will address, or intends to manage or mitigate, each conflict.

13. CONTRACTOR will ensure that the quality and availability of personnel assigned to perform services under the contract will be maintained over the term of the contract. Replacements must have substantially the same or better qualifications and experience than the original personnel. Any change in assigned personnel must be pre-approved by the BOARD.

2. PERIOD OF PERFORMANCE

The term of this Contract is thirty-six months (36) months, commencing _____________, 2026 and ending _____________, 2029

3. RIGHTS AND OBLIGATIONS

All rights and obligations of the parties to this contract shall be subject to and governed by the Contract Terms and Conditions contained in the text of this contract, the General Terms and Conditions, attached hereto as Exhibit “A,” and the Data Sharing Agreement, attached hereto as Exhibit “B,” each incorporated by reference herein.

4. COMPENSATION AND PAYMENT

Amount of Compensation. DFI estimates the fully executed value of this contract not to exceed $225,000. DFI does not represent or guarantee any minimum purchase from the Contract.

Travel Costs. The services shall be primarily performed at the offices of the Contractor and at the offices of appropriate affiliates, related entities, subsidiaries and subcontractors; however, there may be some mandatory meetings in or near Tumwater, Washington. Travel cost (per diem, gas, ferries, tolls, and other related items) will only be paid at the behest/discretion of DFI for work performed for this Scope of Work, and in accordance with the Washington Office of Financial Management’s State Administrative & Accounting Manual (SAAM), Chapter 10. Contractor shall provide a detailed itemization of expenses, including description, amounts and date, and receipts for amounts of fifty (50) dollars or more when requesting reimbursement.

Any additional services provided by the CONTRACTOR must have prior written approval of the AGENCY.

A. Time of Payment. Payment for work performed shall be made in accordance with the following:

Payment shall be considered timely if made by the AGENCY within thirty days after receipt of a properly completed invoice voucher. Payment shall be sent to the address designated by the CONTRACTOR. The AGENCY may, in its sole discretion, terminate the contract or withhold payments claimed by the CONTRACTOR for services rendered if the CONTRACTOR fails to satisfactorily comply with any term or condition of this contract.

B. Method of Payment. Compensation for services rendered shall be payable upon submittal of properly completed invoice vouchers. The CONTRACTOR shall submit invoices monthly, together with a detailed statement of the contract services performed for which the CONTRACTOR is seeking compensation.

Requests for payment under this contract shall be submitted by the CONTRACTOR on Invoice Vouchers (State Form A-19) prepared in the manner prescribed by the AGENCY. These vouchers shall include such information as necessary for the AGENCY to determine the exact nature of all expenditures and shall identify all personnel for whom compensation is sought, the amount of hours each individual worked, and the rate of compensation for each. The rate of compensation for each of the CONTRACTOR’S personnel shall not exceed the amount herein agreed. Each voucher will clearly indicate that it is for the services rendered in performance under this contract and shall contain this contract number. Request for payment shall be submitted to the Project Manager.

5. CONTRACT REPRESENTATIVES

A. The AGENCY’S Project Manager on this contract shall be Jonathan Herrera, PROGRAM MANAGER, jonathan.herrera@dfi.wa.gov, 150 Israel Road Southwest, Tumwater, Washington 98501, and P.O. Box 41200, Olympia, Washington 98504-1200.

The AGENCY’S Project Manager shall be responsible for monitoring the performance of the CONTRACTOR, approving the actions by the CONTRACTOR and accepting any reports from the CONTRACTOR.

B. The CONTRACTOR’S representative on this contract shall be Name, who will be the contact person for all communications regarding the conduct of work under this contract.

6. INSURANCE

A. Insurance Obligation The CONTRACTOR shall provide insurance coverage that shall be maintained in full force and effect during the term of this CONTRACT, as follows:

a) Commercial General Liability Insurance Policy Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury, property damage, products/completed operations, personal injury, and advertising injury liability on an ‘occurrence form’ that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $1,000,000 per occurrence and $2,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition.

b) Worker’s Compensation Insurance CONTRACTOR shall comply with applicable Workers’ Compensation or Industrial Accident insurance providing benefits as required by law.

c) Employer’s Liability (Stop Gap) Insurance Employer’s liability insurance (and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit.

d) Commercial Automobile Liability Insurance Automobile liability coverage (and, if necessary, commercial umbrella liability insurance) with limits no less than $250,000 per occurrence, $500,000 aggregate, and $100,000 property damage.

e) Crime Insurance/Employee Dishonesty Employee Dishonesty and (when applicable) Inside/Outside Money and Securities coverages for State of Washington and AGENCY-owned property in the care, custody, and control of CONTRACTOR. Coverage limits shall not be less than $1,000,000 per claim.

f) Professional Liability Insurance Professional liability insurance in the amount of not less than $1,000,000 combined single limit per occurrence or claim, $1,000,000 general annual aggregate for malpractice or errors and omissions coverage against liability for damages because of personal injury, bodily injury, death, or damage to property, including the loss of use thereof, and damages because of negligent acts, errors, and omissions in any way related to this CONTRACT.

The insurance coverage limits set forth herein are the minimum. CONTRACTOR’s insurance coverage shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve CONTRACTOR from liability in excess of such limits. CONTRACTOR waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein.

B. Insurance Carrier Rating Coverages provided by the CONTRACTOR must be underwritten by an insurance company deemed acceptable to the State of Washington’s Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best’s Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating.

C. Primary Coverage CONTRACTOR’s insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and the AGENCY. All insurance or self-insurance of the State of Washington and the AGENCY shall be excess of any insurance provided by CONTRACTOR.

D. Waiver of Subrogation CONTRACTOR waives all rights of subrogation against the State of Washington and the AGENCY for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein.

E. Notice of Change or Cancellation There shall be no cancellation, material change, exhaustion of aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at least sixty (60) days prior written Legal Notice by CONTRACTOR to Enterprise Services. Failure to provide such notice, as required, shall constitute default by CONTRACTOR. Any such written notice shall include the Contract number stated on the cover of this CONTRACT.

F. Extended Reporting Period If any required insurance coverage is on a claims-made basis (rather than occurrence), CONTRACTOR shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the CONTRACT.

7. INTERPRETATION OF CONTRACT

A. Order of Precedence. Each of the Exhibits listed below is by this reference hereby incorporated into this contract. 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:

· Applicable Federal and State of Washington statutes and regulations

· Basic Contract Instrument including Attachment A

· Exhibit “A” -- General Terms and Conditions

· Exhibit “B” -- Data Sharing Agreement

· Any other provision, term or material incorporated herein by reference or otherwise incorporated.

B. Entire Agreement. This contract, including referenced attachments and exhibits, represents all the terms and conditions agreed upon by the parties. No other understandings or representations, oral or otherwise, regarding the subject matter of this contract shall be deemed to exist or to bind any of the parties hereto.

C. 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.

D. Approval. This contract shall be subject to the written approval of the AGENCY’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.

Party Name Department of Financial Institutions

CONTRACTOR AGENCY

DATE: DATE:

Contract # 102-23-XXX Page 1 of 13 DFI Contract # K0023 DFI RFP # 2026-02 Page 1 of 1

EXHIBIT “A”

GENERAL TERMS AND CONDITIONS

DEFINITIONS - As used throughout this contract, the following terms shall have the meaning set forth below:

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

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

E. “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, and any financial identifiers. Personal Information includes “Protected Health Information” as set forth in 45 CFR x 164.50 as currently drafted and subsequently amended or revised and other information that may be exempt from disclosure to the public or other unauthorized persons under either Chapter 42.17 RCW or other state and federal statutes.

ACCESS TO DATA - In compliance with RCW 39.29.080, the CONTRACTOR shall provide access to data generated under this contract to AGENCY, 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.

CONTRACTOR agrees to make personal information covered under this contract available to AGENCY for inspection or to amend the personal information. CONTRACTOR shall, as directed by AGENCY, incorporate any amendments to the personal information into all copies of such personal information maintained by the CONTRACTOR or its subcontractors.

ADVANCE PAYMENTS PROHIBITED - No payments in advance of or in anticipation of goods or services to be provided under this contract shall be made by the AGENCY.

AMENDMENTS - This contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties.

AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "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.

ASSIGNMENT – Neither this contract, nor any claim arising under this contract, shall be transferred or assigned by the CONTRACTOR without prior written consent of the AGENCY.

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

CONFIDENTIALITY / SAFEGUARDING OF INFORMATION - The CONTRACTOR shall not use or disclose any information concerning the AGENCY, or information which may be classified as confidential, for any purpose not directly connected with the administration of this contract, except with prior written consent of the AGENCY, or as may be required by law.

CONFLICT OF INTEREST - Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONTRACTOR terminate this contract if it is found after due notice and examination by the Agent that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONTRACTOR in the procurement of, or performance under this contract.

In the event this contract is terminated as provided above, the AGENCY shall be entitled to pursue the same remedies against the CONTRACTOR as it could pursue in the event of a breach of the contract by the CONTRACTOR. The rights and remedies of the AGENCY provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the Agent makes any determination under this clause shall be an issue and may be reviewed as provided in the “Disputes” clause of this contract.

COPYRIGHT PROVISIONS - Unless otherwise provided, all Materials produced under this contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by the AGENCY. The AGENCY shall be considered the author of such Materials. In the event the Materials are not considered “works for hire” under the U.S. Copyright laws, CONTRACTOR hereby irrevocably assigns all right, title, and interest in Materials, including all intellectual property rights, to the AGENCY effective from the moment of creation of such Materials.

Materials means all items in any format and includes, but is not limited to, 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.

For Materials that are delivered under the contract, but that incorporate pre-existing materials not produced under the contract, CONTRACTOR hereby grants to the AGENCY a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The CONTRACTOR warrants and represents that CONTRACTOR has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to the AGENCY.

The CONTRACTOR shall exert all reasonable effort to advise the AGENCY, at the time of delivery of Materials furnished under this contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this contract. The AGENCY shall receive prompt written notice of each notice or claim of infringement received by the CONTRACTOR with respect to any data delivered under this contract. The AGENCY shall have the right to modify or remove any restrictive markings placed upon the data by the CONTRACTOR.

COVENANT AGAINST CONTINGENT FEES - The CONTRACTOR warrants that no person or selling agent has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the CONTRACTOR for the purpose of securing business. The AGENCY 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.

DISPUTES - Except as otherwise provided in this contract, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with Agent.

1. The request for a dispute hearing must:

· be in writing;

· state the disputed issue(s);

· state the relative positions of the parties;

· state the CONTRACTOR’S name, address, and contract number; and

· be mailed to the Agent and the other party’s (respondent’s) Contract Manager within three (3) working days after the parties agree that they cannot resolve the dispute.

2. The respondent shall send a written answer to the requester’s statement to both the agent and the requester within five (5) working days.

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

4. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal.

Nothing in this contract shall be construed to limit the parties’ choice of a mutually acceptable ADR method in addition to the dispute resolution procedure outlined above.

GOVERNING LAW - 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.

INDEMNIFICATION - To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless State, agencies of State and all officials, agents and employees of State, from and against all claims for injuries or death arising out of or resulting from the performance of the contract. CONTRACTOR’S obligation to indemnify, defend, and hold harmless includes any claim by CONTRACTORS’ agents, employees, representatives, or any subcontractor or its employees.

CONTRACTOR expressly agrees to indemnify, defend, and hold harmless the State 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 the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials.

CONTRACTOR waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless State and its agencies, officials, agents or employees.

INDEPENDENT CAPACITY OF THE CONTRACTOR - The parties intend that an independent contractor relationship will be created by this contract. The CONTRACTOR and his or her employees or agents performing under this contract are not employees or agents of the AGENCY. The CONTRACTOR will not hold himself/herself out as or claim to be an officer or employee of the AGENCY or of the State of Washington by reason hereof, 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.

INDUSTRIAL INSURANCE COVERAGE - The CONTRACTOR shall comply with the provisions of Title 51 RCW, Industrial Insurance. If the CONTRACTOR fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, AGENCY may collect from the CONTRACTOR the full amount payable to the Industrial Insurance accident fund. The AGENCY may deduct the amount owed by the CONTRACTOR to the accident fund from the amount payable to the CONTRACTOR by the AGENCY under this contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the CONTRACTOR.

LICENSING, ACCREDITATION AND REGISTRATION - The CONTRACTOR 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 Agent or Agent’s delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this contract is not effective or binding unless made in writing and signed by the Agent.

NONCOMPLIANCE WITH NONDISCRIMINATION LAWS - In the event of the CONTRACTOR'S non-compliance 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 CONTRACTOR may be declared ineligible for further contracts with the AGENCY. 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" procedure set forth herein.

NONDISCRIMINATION –

1. Nondiscrimination Requirement. During the term of this Contract, Contractor, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other agreement.

2. Obligation to Cooperate. Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3).

3. Default. Notwithstanding any provision to the contrary, Agency may suspend Contractor, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until Agency receives notification that Contractor, including any subcontractor, is cooperating with the investigating state agency. In the event Contractor, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), Agency may terminate this Contract in whole or in part, and Contractor, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Contractor or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement.

4. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, Contractor, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. Agency shall have the right to deduct from any monies due to Contractor or subcontractor, or that thereafter become due, an amount for damages Contractor or subcontractor will owe Agency for default under this provision.

PRIVACY - Personal information including, but not limited to “Protected Health Information” collected, used, or acquired in connection with this contract shall be protected against unauthorized use disclosure, modification or loss. CONTRACTOR shall ensure its directors, officers, employees, subcontractors or agents use personal information solely for the purposes of accomplishing the services set forth in this agreement. CONTRACTOR and its subcontractors 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 otherwise required by law.

Any breach of this provision may result in termination of the contract and the demand for return of all personal information. The CONTRACTOR agrees to indemnify and hold harmless the AGENCY for any damages related to the CONTRACTOR’S unauthorized use of personal information.

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

RECORDS MAINTENANCE - The CONTRACTOR shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. CONTRACTOR shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all reasonable times to inspection, review or audit by the AGENCY, personnel duly authorized by the AGENCY, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement.

If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved.

REGISTRATION WITH DEPARTMENT OF REVENUE - The CONTRACTOR shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this contract.

RIGHT OF INSPECTION - The CONTRACTOR shall provide right of access to its facilities to the AGENCY, 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 under this contract. The CONTRACTOR shall make available information necessary for AGENCY to comply with the client's right to access, amend, and receive an accounting of disclosures of their Personal Information according to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or any regulations enacted or revised pursuant to the HIPAA provisions and applicable provisions of Washington State law. The CONTRACTOR’S internal policies and procedures, books, and records relating to the safeguarding, use, and disclosure of Personal Information obtained or used as a result of this contract shall be made available to AGENCY and the U.S. Secretary of the Department of Health & Human Services, upon request.

SAFEGUARDING OF INFORMATION - The CONTRACTOR shall not use or disclose Personal Information in any manner that would constitute a violation of federal law, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or any regulations enacted or revised pursuant to the HIPAA provisions and 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 all Personal Information.

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 agreement. 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 AGENCY or as otherwise required by law. The CONTRACTOR agrees to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or disclosure of data in any form. The CONTRACTOR shall make the Personal Information available to amend as directed by AGENCY 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 and the CONTRACTOR shall retain no copies. If the CONTRACTOR and AGENCY 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 required by state and federal laws.

AGENCY 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 AGENCY. 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 AGENCY in writing within three (3) working days of becoming aware of any unauthorized access, use, disclosure, or potential compromise. The CONTRACTOR will take steps necessary to mitigate any known harmful effects of such unauthorized access including, but not limited to sanctioning employees, notifying subjects, and taking steps necessary to stop further unauthorized access. The CONTRACTOR agrees to indemnify and hold harmless AGENCY 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.

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 AGENCY may terminate the contract under the "Termination for Convenience" clause, without the ten (10) day notice requirement, subject to renegotiation at the AGENCY’S discretion under those new funding limitations and conditions.

SEVERABILITY - The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract.

SITE SECURITY - While on AGENCY premises, CONTRACTOR, its agents, employees, or subcontractors shall conform in all respects with physical, fire or other security policies or regulations.

SUBCONTRACTING - Neither the CONTRACTOR nor any Subcontractor shall enter into subcontracts for any of the work contemplated under this contract without obtaining prior written approval of the AGENCY. In no event shall the existence of the subcontract operate to release or reduce the liability of the CONTRACTOR to the AGENCY for any breach in the performance of the CONTRACTOR’S duties. This clause does not include contracts of employment between the CONTRACTOR and personnel assigned to work under this contract.

Additionally, the CONTRACTOR is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this contract are carried forward to any subcontracts. CONTRACTOR and its subcontractors 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.

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

TERMINATION FOR CAUSE – In the event the AGENCY determines the CONTRACTOR has failed to comply with the conditions of this contract in a timely manner, the AGENCY has the right to suspend or terminate this contract. Before suspending or terminating the contract, the AGENCY shall notify the CONTRACTOR in writing of the need to take corrective action. If corrective action is not taken within thirty (30) days, the contract may be terminated or suspended. In the event of termination or suspension, the CONTRACTOR 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. The AGENCY reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the CONTRACTOR from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the CONTRACTOR or a decision by the AGENCY to terminate the contract. 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 his or her control, fault or negligence. The rights and remedies of the AGENCY provided in this contract are not exclusive and are in addition to any other rights and remedies provided by law.

TERMINATION FOR CONVENIENCE - Except as otherwise provided in this contract, the AGENCY may, by ten (10) days written notice, beginning on the second day after the mailing, terminate this contract, in whole or in part. If this contract is so terminated, the AGENCY shall be liable only for payment required under the terms of this contract for services rendered or goods delivered prior to the effective date of termination.

TERMINATION PROCEDURES - Upon termination of this contract, the AGENCY, in addition to any other rights provided in this contract, may require the CONTRACTOR to deliver to the AGENCY any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer.

The AGENCY shall pay to the CONTRACTOR the agreed upon price, if separately stated, for completed work and services accepted by the AGENCY, and the amount agreed upon by the CONTRACTOR and the AGENCY 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 AGENCY, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Agent shall determine the extent of the liability of the AGENCY. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. The AGENCY may withhold from any amounts due the CONTRACTOR such sum as the Agent determines to be necessary to protect the AGENCY against potential loss or liability.

The rights and remedies of the AGENCY 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 a notice of termination, and except as otherwise directed by the Agent, the CONTRACTOR shall:

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

2. 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 that is not terminated;

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

TREATMENT OF ASSETS -

A. Title to all property furnished by the AGENCY shall remain in the AGENCY. Title to all property furnished by the CONTRACTOR, for the cost of which the CONTRACTOR is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in the AGENCY upon delivery of such property by the CONTRACTOR. Title to other property, the cost of which is reimbursable to the CONTRACTOR under this contract, shall pass to and vest in the AGENCY 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 AGENCY in whole or in part, whichever first occurs.