EXHIBIT H - Contract Model.docx

EXHIBIT H

This Contract is entered into between the Washington State Department of Corrections, hereinafter referred to as “Department” or “DOC,” and Company, located at , 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 ; and

WHEREAS this is a Contract authorized under .

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

Regardless of the date of execution, the term of this Contract shall commence and expire on the dates set forth below, unless earlier terminated as provided herein.

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 Statement of Work attached hereto as Attachment B.

III. COMPENSATION AND PAYMENT

A. Amount of Compensation. Total compensation including expenses payable to Contractor for satisfactory performance of the work under this Contract shall not exceed $ .

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.

C. Time of Payment. Payment shall be considered timely if made by the Department within thirty (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 via email with a CC to DOC Accounts Payable (dochqspinvoices@doc1.wa.gov) 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.

F. Timeliness of Invoices. Proper invoices must be submitted within thirty (30) days after delivery of goods or services contemplated by this Contract. The Department will not pay any claims for payment submitted more than one hundred eighty (180) days after the date of service or delivery of goods. Invoices submitted more than thirty (30) days after the date of service or delivery of goods will be discounted by ten percent (10%). Invoices submitted more than sixty (60) days after the date of service or delivery of goods will be discounted by twenty percent (20%). Invoices submitted more than ninety (90) days after the date of service or delivery of goods will be discounted by thirty percent (30%). Invoices submitted more than one hundred twenty (120) days after the date of service or delivery of goods will be discounted by forty percent (40%). Invoices submitted more than one hundred fifty (150) days after the date of service or delivery of goods will be discounted by fifty percent (50%). The Department’s fiscal year begins July 1 and ends the following June 30. The Department will not pay any claims for payment submitted after August 31 for goods or services provided in the prior fiscal year.

IV. CONTRACT REPRESENTATIVES

A. The Department’s Contract Manager for this Contract shall be . 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 , who will be contact person for all communications regarding the conduct of work under this Contract.

C. Either party may change its Contract Manager by providing written notice to the other party of the change, including the name, title, phone number, and email address of the new Contract Manager. Notification by email is acceptable.

V. COMPLIANCE WITH APPLICABLE LAWS

Throughout the performance of this Contract, Contractor shall comply with all applicable federal, state, and local laws, rules, regulations, ordinances, codes, orders, and proclamations.

VI. SURVIVAL

The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Contract shall survive termination or expiration of this Contract.

VII. 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.

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

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.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

THIS CONTRACT, consisting of pages and attachments, is executed by the persons signing below who warrant that they have the authority to execute the Contract.

Company

DEPARTMENT OF CORRECTIONS

(Signature)

(Signature)

Daryl 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.

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