EXHIBIT G - Contract Model.pdf

EXHIBIT G

Washington State KXXXXX Department of Corrections

This Contract is entered into by and between the Washington State Department of

Corrections, hereinafter referred to as “Department” or “DOC,” and hereinafter referred to as “Contractor,” for the express purposes set forth in the following provisions of this Contract. The Department and Contractor may be collectively referred to as the “Parties” or individually as a “Party.”

WHEREAS the purpose of this Contract is to

NOW THEREFORE, in consideration of the terms and conditions contained herein, or attached and incorporated and made a part hereof, the Department and Contractor agree as follows:

I. CONTRACT TERM

A. Regardless of the date of execution, the initial term of this Contract, and subsequent extensions or contractions thereto, shall commence and expire on the dates set forth in Section I, Subsection B below, unless earlier terminated as provided herein.

B. Contract Term.

Commencement Date Expiration Date Initial Term

II. RIGHTS AND OBLIGATIONS

All rights and obligations of the Parties to this Contract shall be subject to and governed by the special terms and conditions contained in the text of this Contract instrument, the General Terms and Conditions attached hereto as Attachment A, and the RFP documents including Contractor’s responses attached hereto as Attachment B, each incorporated by reference herein.

III. CONTRACT WORK SCHEDULE

The Contract Work schedule will be as stated in Attachment B, RFP materials.

IV. COMPENSATION AND PAYMENT

A. Amount of Compensation. Total compensation for satisfactory performance of the work under this Contract shall be detailed in the Bid Form submitted as part of the RFP response and as provided in Attachment B.

B. Compensation is contingent upon Contractor meeting the performance standards and attaining the outcome measures for the contracted services that are detailed in the Statement of Work, Attachment B. Any additional services provided by the Contractor must have the prior written approval of the Department.

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C. Time of Payment. Payment shall be considered timely if made by the Department within 30 days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Contractor. The Department may, at 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.

D. Method of Payment. Compensation for services rendered shall be payable upon submittal of properly completed invoices. The Contractor shall submit invoices to the Contract Manager together with a detailed statement of the Contract services performed for which the Contractor is seeking compensation.

E. Invoices Required. Requests for payment under this Contract shall be submitted by the

Contractor on Invoices (State Form A-19) prepared in the manner prescribed by the Department. These invoices shall include such information as is necessary for the Department to determine the exact nature of all expenditures. Each invoice will clearly indicate that it is for the services rendered in performance under this Contract.

V. CHANGE ORDERS

No change in work under this Contract shall be made unless a Change Order is issued before such change is made or additional work is performed.

VI. LOCATION WHERE WORK IS TO BE PERFORMED

It is the intent of this Contract that the work be done at the Contractor's facility. At its sole expense, the Contractor shall furnish a drydock or dockside / mooring facility, as appropriate to the Contract work, during performance of the Contract. In the event the Contractor has more than one vessel moored at its facility, each vessel is to be moored separately to the dock. Mooring of one vessel attached outboard of the other is not allowed.

In the event the Contractor intends to accomplish the work at a location other than at the Contractor's facility such location must be pre-approved by DOC prior to the Bid Due Date. If DOC has not pre-approved such location, DOC reserves the right to approve or reject such location during the bid review process.

VII. SECURITY

The Contractor shall be responsible for the security of all DOC-owned property (including, but not limited to the Vessel) and third-party owned property aboard the Vessel, during the Contractor's possession of such property.

VIII. INSURANCE

A. Contractor shall maintain insurance coverage in full force and effect during the entire term of this Contract as set out below. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington, and shall name the state of

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Washington, its agents and employees as additional insureds. All policies shall be primary to any other valid and collectable insurance. Contractor shall instruct the insurers to give the Department 30 days advance notice of any insurance cancellation.

B. Owner’s and Contractor’s Protective (OCP) Insurance: DOC will not require Owner’s and Contractor’s Protective (OCP) coverage for Vessel repair and preservation contracts.

C. Commercial General Liability (CGL) Insurance must include Ship Repairer’s Legal Liability and Contractual Liability, with minimum limits of $2,000,000.00 for each occurrence and $4,000,000.00 for general aggregate. CGL must also include products and completed operations coverage for three (3) years following Substantial Completion of the Work.

D. Tower’s Legal Liability: The Contractor shall require the tug service operator to carry Tower's

Legal Liability to indemnify DOC against any direct or indirect damage to the Vessel that occurs while the Vessel is in the care, custody and control of the tug service operator.

E. The Contractor will at all times comply with all applicable workers’ compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable. The State will not be held responsible in any way for claims filed by the Contractor or their employees for services performed under the terms of this Contract.

F. Contractor will provide the Department with one copy of the certificate of insurance for each coverage required under the Contract. Each copy shall be sent to the Contracts and Legal Affairs Section at docclacontractassist@doc1.wa.gov . Contractor shall immediately notify the Contracts and Legal Affairs Section in the event such policy is terminated, canceled, or modified.

IX. CONTRACT SECURITY

As required by RCW 39.08, a bond and or alternate form(s) of security shall be provided by the Contractor in an amount adequate to protect one hundred percent (100%) of DOC's exposure to loss associated with the Contract.

NOTE: All proposed alternate form(s) of security must be delivered to the DOC RFP

Coordinator for approval no later than five (5) working days before the scheduled Bid Due Date. If DOC and the Contractor cannot agree as to the security prior to such date, DOC reserves the right to reject the proposed security.

For this Contract, DOC's exposure to loss has been determined to be as follows:

PERFORMANCE EXPOSURE 55% of Contract Amount

PAYMENT EXPOSURE 45% of Contract Amount

TOTAL EXPOSURE 100% of Contract Amount

Accordingly, when returning the signed Contract to DOC, the Contractor shall also provide one of the following types of security:

mailto:docclacontractassist@doc1.wa.gov

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A. A signed Contract Bond to protect DOC's payment and performance exposure, equal to

100% of the Contract amount.

- OR -

B. Approved alternative forms of security and/or Contract Bond to protect DOC's performance exposure, totaling 55% of the Contract amount; plus a payment bond to protect DOC's payment exposure equal to 45% of the Contract amount, or alternate procedures governing reduced payment exposure (see below).

Reduced Payment Exposure: DOC requires protection against the Contractor's failure to pay taxes and other governmental obligations related to this Contract, wage rates required by law, all laborers, mechanics, subcontractors, agents, materialmen and others who have provided services and materials for work under the Contract. This protection may be proved in one of two forms:

1. The first form has been specified above, namely furnishing a Payment Bond in the required amount.

2. Alternatively, the Contractor may choose to receive 100% payment (without interest) after DOC has accepted the Contract work, the lien claim period has passed, any liens filed under RCW Chapter 60.28 have been settled, and all releases from other State of Washington agencies have been received, thereby eliminating DOC’s payment exposure.

The Contract and Payment Bonds shall be upon the forms furnished by DOC, and signed by an approved surety or sureties. The surety shall be registered with the Washington State Insurance Commissioner, and the surety's name shall appear on the current Authorized Insurance Company List in the State of Washington published by the Office of the Insurance Commissioner. A sample of the Contract Bond form is enclosed. A sample Payment Bond form will be provided upon request.

If the Contractor chooses the alternate to the Payment Bond (i.e., 100% delayed payment), a signed letter so stating shall be returned to DOC with the signed Contract and performance security.

Alternate Forms of Security: In addition to a Contract Bond, the following alternate forms of contract security are acceptable if they provide protection in an amount at least equal to DOC’s exposure to performance loss, meet all legal requirements for effectiveness and authenticity, and meet all of the special requirements set forth below:

A. Certified Check;

B. Cashier's Check;

C. Irrevocable Bank Letter of Credit.

Specific Requirements for Alternate Forms of Security: In addition to meeting any special requirement contained herein, alternate forms of contract security will be subject to the following requirements:

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A. Certified Check

1. Must be issued by a bank which is a qualified public depository under RCW

39.58.010; and

2. Will be deposited as directed by the Contractor at the time of Contract execution, with the options specified in Washington Administrative Code (WAC) 82-32-010.

B. Cashier's Check

1. Must be issued by a bank which is a qualified public depository under RCW 39.58.010;

and

2. Will be deposited as directed by the Contractor at the time of Contract execution, with the options specified in WAC 82.32.010.

C. Irrevocable Bank Letter of Credit

1. Must be issued by a bank which is a qualified public depository under RCW 39.58.010;

2. If at any time during the Contract or warranty period, as applicable, the issuing bank fails to meet the standards specified in (a) of this subsection, the Contractor shall inform DOC of such event, and shall, within ten days, substitute an Irrevocable Letter of Credit from a bank which meets the standards specified in (a) of this subsection;

3. Must be in the form approved by DOC. To obtain such approval, the Contractor shall submit a proposed Irrevocable Letter of Credit to DOC’s RFP Coordinator for approval at least ten (10) days prior to the Bid Due Date. DOC, in its sole discretion, may approve or reject the proposed Letter of Credit, or may suggest changes in it which will make it acceptable, provided the Contractor and its bank concur with such changes, in writing, prior to the Bid Due Date.

Duration of Security: Notwithstanding the warranty coverage requirements herein, the bond(s) and/or alternate form(s) of security shall remain in effect from the date of Contract execution until DOC acceptance of the Contract work. Forms of security that protect payment exposure shall additionally stay in effect until the lien claim period has passed, any liens filed under RCW Chapter

60.28 have been settled, and all releases from other State of Washington agencies have been received.

Warranty Coverage: The Contract security provided by the Contractor shall ensure that DOC receives warranty coverage for all losses resulting from any defects in material and workmanship for the period beginning on the date of redelivery of the Vessel to DOC and ending one year after that date.

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• Contract Bond: Warranty coverage under a contract bond shall be specified in the bond and shall equal ten percent (10%) of the penal sum of the bond.

• Alternate Forms of Security: Warranty coverage under alternate forms of security shall be at least as effective in protecting DOC as that contained in DOC’s standard contract bond and thus shall equal at least ten percent (10%) of the performance exposure amount plus ten percent (10%) of the payment exposure amount, as specified herein. During the period from redelivery of the Vessel to DOC through DOC acceptance of the Contract, existing alternate forms of Contract security for performance exposure shall suffice for such warranty coverage.

Replacement Bond Option: As an alternative to the warranty coverage described above, the Contractor may, for the period beginning on the date of redelivery of the Vessel to DOC and ending one year after that date, provide a replacement (maintenance) bond pre-approved by DOC. The bond shall be equal to at least ten percent (10%) of the performance exposure amount plus ten percent (10%) of the payment exposure amount, as specified herein. The completed replacement bond must be submitted to DOC prior to the release of any Contract security.

Prohibition of Double Security: Assets used to secure one form of Contract security shall not also be used to secure another form of contract security on the Contract.

Delivery of Contract Security to DOC: All forms of initial Contract security shall be submitted to DOC no later than the due date for return of the signed Contract to DOC; thereafter, any DOC-approved substitute Contract security must be submitted to DOC prior to release of any pre-existing Contract security. Security for warranty coverage after DOC acceptance of the Contract work must be submitted to DOC no later than DOC acceptance of the Contract work, and prior to the release of any Contract security.

If the Contractor chooses the alternative to the payment bond (i.e. delayed payments) a signed letter so stating shall be submitted to DOC with the signed Contract and performance security.

X. WAGE RATES

The prevailing rate of wages to be paid to all workmen, laborers, or mechanics employed in the performance of any part of this Contract shall be in accordance with the provisions of Revised Code of Washington (RCW) 39.12. The rules and regulations of the Washington State Department of Labor and Industries (L & I) and the schedule of prevailing wage rates for the locality or localities where this Contract will be performed, as determined by the L & I Industrial Statistician, are by reference made a part of this Contract as though fully set forth herein.

If employing labor in a class not listed in the Contract, the Contractor shall request a determination of the correct wage rate for that class and locality from the L & I Industrial Statistician. The Contractor shall provide a copy of these determinations to DOC.

Since the Contractor will be held responsible for paying the prevailing wages, not less than the hourly minimum wage, it is imperative that all bidders familiarize themselves with the current wage rates before submitting bids based on these specifications.

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In case any dispute arises as to the prevailing wage rates for work of a similar nature and such dispute cannot be adjusted by the parties in interest, including labor and management representatives, the matter shall be referred for arbitration to the Director of the Department of Labor and Industries of the State of Washington and his decision therein shall be final and binding on all parties involved in the dispute as provided by RCW 39.12.060 as amended.

XI. CONTRACT REPRESENTATIVES

A. The Department’s Contract Manager for this Contract shall be , [Title]. The Contract

Manager shall be responsible for monitoring the performance of the Contractor, the approval of actions by the Contractor, approval for payment of billings and expenses submitted by the Contractor, and the acceptance of any reports by the Contractor.

B. The Contractor’s representative for this Contract shall be , [Title] who will be contact person for all communications regarding the conduct of work under this Contract.

XII. INDEPENDENT CONTRACTOR STATUS

The Contractor is not an employee of the Department of Corrections. By signing this Contract, the

Contractor certifies that he or she is not a current Department employee, and will advise the Department immediately should this status change. This Contract shall become null and void if the Contractor accepts employment with the Department. The Contractor shall not hold himself out as nor claim to be an officer or employee of the State of Washington by reason hereof. The Contractor agrees not to make any claim, demand, or application to or for any right or privilege applicable to a Department employee or state of Washington employee including but not limited to, workmen’s compensation coverage or retirement membership or credit or any other benefit which would accrue to a civil service employee.

XIII. INTERPRETATION OF CONTRACT

A. Order of Precedence. 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

• Special terms and conditions contained in this basic Contract instrument

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

B. Entire Agreement. This Contract including referenced schedules represents all the terms and conditions agreed upon by the Parties. No other understanding 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.

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D. Counterparts. This Contract is executed in duplicate originals and each duplicate shall be deemed an original copy of the Contract signed by each Party, for all purposes.

E. Approval. This Contract shall be subject to the written approval of the Department’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, consisting of eight (8) pages and two (2) attachments, is executed by the persons signing below who warrant that they have the authority to execute the Contract.

CONTRACTOR

DEPARTMENT OF CORRECTIONS

(Signature) (Signature) Daryl A. Huntsinger (Printed Name) (Printed Name) Contracts Administrator (Title) (Title)

(Date) (Date)

Approved as to Form:

This Contract format was approved by the Office of the Attorney General.

Approval on file.