WSDA Contract No. K….

CONTRACT FOR SERVICES

BETWEEN

WASHINGTON STATE

DEPARTMENT OF AGRCULTURE

AND

Contract Number is made and entered into by and between the Washington State Department of Agriculture "WSDA", and “Contractor”.

Contractor Name:

Contact:

Contact Title:

Address:

Email:

Phone Number:

Statewide Vendor Number:

Employer TIN (Federal ID):

WA State UBI:

PURPOSE

It is the purpose of this Contract to

(e.g., provide, obtain, etc.)

In consideration of the terms and conditions contained herein, the parties agree as follows:

TERMS AND CONDITIONS

All rights and obligations of the parties to this Contract shall be subject to and governed by the following: Special Terms & Conditions contained in the text of this Contract; the General Terms and Conditions, Attachment A, the Statement of Work, Attachment B, the Budget, and Attachment C which is attached hereto and incorporated herein, and WSDA’s Request for Proposal (RFP) and the Contractor’s Bid which are incorporated by reference herein.

SPECIAL TERMS & CONDITIONS

STATEMENT OF WORK

The Contractor shall furnish the necessary personnel, equipment, material and/or services and otherwise do all things necessary for or incidental to the performance of work set forth in the Statement of Work, Attachment B, attached hereto and incorporated herein.

In 2020, WSDA staff detected three Japanese beetles (JB), Popillia japonica Newman, in the towns of Grandview and Sunnyside within Yakima County. In response to these detections, a 49 square mile delimitation grid with varying densities of traps was deployed in 2021 to assess the extent of the JB population in these areas. 2021 survey efforts resulted in the detection of over 24,000 adult JB within the town of Grandview and surrounding areas of Yakima and Benton counties.

Between 2022 and 2025, WSDA executed largescale insecticide applications to affected public and private properties in Yakima, Benton and Franklin counties. During that period beetle populations fluctuated, with a sharp increase of beetles detected in 2025. New beetle populations have been found in King, Franklin, and Benton Counties, expanding the project area for 2026.

WSDA is soliciting bids from individuals and organizations interested in participating in a project in 2026 to apply Acelepryn® insecticide over designated public and private properties in Grandview, Sunnyside, Mabton, Wapato, Pasco, SeaTac and surrounding areas of Yakima, Benton, Franklin, and King counties. This specification is part of a comprehensive plan to eradicate the current infestation of Japanese beetle.

There are approximately 15,000 properties comprising approximately 25,000 treatable acres within the treatment areas. 850 acres in the SeaTac area, 2500 acres in Pasco and surrounding areas, 1700 acres in the Wapato area and 20,000 acres in Grandview and the surrounding area. Treatable area is defined as any environment determined to be suitable habitat for any life stage of Japanese beetle. The exact size and number of properties to be treated is pending the approval of the environmental review process. Maps and specifications of the treatment areas can be found at the end of this section, Exhibit B.

Applications using the liquid insecticide Acelepryn® (EPA Reg. No. 100-1489) will begin in mid-March 2026 and last up to 16 weeks. Secondary products may be considered for use if environmental conditions restrict use of the preferred product(s) or the label does not allow for its use in certain conditions. All properties assigned to the contractor(s) within the treatment areas will receive turfgrass treatment. Select properties within high JB detection areas may receive foliar treatment as allowed by total product active ingredient (a.i.) amount per area and available funding.

Application of the treatment product will be confined to the designated properties. No treatment product will be applied directly to, allowed to drift onto, or runoff into surface water or adjacent properties not listed for treatment. Due to special circumstances, treatments of some properties may be restricted to certain times to mitigate public concerns or avoid unsafe situations. School or other sensitive area schedules may play a role in determining treatment times, which are determined by WSDA. Also, applicators will need to be cognizant of certified organic locations and addresses of people on WSDA Pesticide Sensitive Registry (RCW 17.21.430).

Individuals and organizations may bid on a portion of the treatable acreage or total treatable acreage. WSDA may award multiple contracts for different portions of the treatment plan to meet project deadlines and goals.

Per the instructions of WSDA, provide prescribed insecticide treatments for Japanese beetle to approximately 11,500 properties (public, commercial and residential) within Grandview, Sunnyside, Wapato, Mabton, Pasco and surrounding areas of Yakima, Benton and Franklin counties within Washington state.

Per the instructions of WSDA, provide prescribed insecticide treatments for Japanese beetle to approximately 1,500 properties (public, commercial and residential) within SeaTac, Burien, Normandy Park, Des Moines, Kent, Renton, Tukwila and surrounding areas of King County within Washington state.

APPLICATION.

Refer to the Use Restrictions section of the pesticide label for setback distances from a water body. If the pesticide label does not provide these suggestions, refer to WSDA for setback distances from water body.

Any applications must comply with the WSDA Aquatic & Invasive Species Control General Permit. The application of pesticides or other products under this permit must not cause or contribute to a violation of the Water Quality Standards for Surface Waters of the State of Washington (chapter 173-201A WAC), Ground Water Quality Standards (chapter 173-200 WAC), Sediment Management Standards (chapter 173-204 WAC), and human health based criteria in the National Toxics Rule (40 CFR 131.36). Ecology prohibits discharges that do not comply with these standards.

MIXING AND LOADING SITES

Contractor will mix and load all treatment materials only where accidental spills will not enter surface water or wetlands. Mixing and Loading will be in compliance with Mix/Load Containment Area rules (WAC 16-229-400-480) and conditions set forth in the WSDA Aquatic and Invasive Species Control General Permit. Any spills outside a containment area must be reported to the WA State Department of Ecology’s Central Regional Office, 509-575-2490.

The Contractor must adhere to use restrictions in the Environmental Hazards section of the label. The product must not be mixed or loaded:

· on permeable, well drained soils (e.g., gravel, sand, sandy loam, loamy sand),

· within 50 feet of intermittent streams and rivers, or natural or impounded lakes and reservoirs, and

· within 50 feet of all wells, including abandoned wells, drainage wells, and sink holes.

Mixing, loading, rinsing, or cleaning of this product into or from pesticide handling or application equipment or containers within 50 feet of any well is prohibited, unless conducted on an impervious pad constructed to withstand the weight of the heaviest load that may be positioned on or moved across the pad.

MAINTENANCE

The Contractor must maintain a readily available on-site inventory of commonly needed spare parts and spare equipment including, but not limited to, extra spreaders, hose, pump seals to maintain the spray system, and its pumping system, the support trucks, and the storage tanks and to provide for immediate replacement of critically needed parts and equipment. Scheduled maintenance must be conducted only at times that will not interfere with the treatment operations. Non-scheduled maintenance may be conducted but is not to interfere with treatment operations for longer than a period of one hour. Only emergency repairs are permitted during scheduled treatment hours. Care must be taken to prevent leakage of treatment material at all times and a proper spill containment plan must be included in the Contractor’s Safety Plan.

SECURITY

The Contractor must provide the following:

· Chain-of-custody documentation (and/or shipping manifest) from the point of manufacture to delivery to the Contractor for the insecticide used.

· All insecticide holding containers, spreaders, pumps, hoses, and similar equipment must be flushed prior to the start of operations and must have all possible points of entry sealed and secured when not in use. Storage of rinsate must be compliant with Secondary Containment Rules, WAC 16-229.

· Access to the insecticide loading and storage areas must be restricted to only authorized personnel of the Contractor and WSDA.

· Adequate storage requirements for unattended pesticides and their containers pursuant to WAC 16-228-1220.

SPILL CLEANUP EXPENSES

The Contractor is solely responsible for all cleanup activities and costs resulting from any contamination caused by the accidental or intentional spilling, leakage, or dumping of insecticide, fuel, oil, or any other contaminant from Contractor supplied equipment.

The Contractor must have a written spill response plan and the spill response plan will be made available to WSDA upon request. The Contractor should also have the means to contain, cleanup, and remove contaminated material and soil as well as decontaminate and, if necessary, remediate the site.

PRODUCT REQUIREMENTS

The primary product approved for use under this program is

· Acelepryn® (Syngenta EPA Reg. No. 100-1489) -liquid formulation for adult and larvae control The Contractor must adhere to application rate requirements for the treated area as specified on the pesticide label.

· Acelepryn® 8-16 fl. oz. per acre Label allows for up 20 fl oz. per acre

· Application rate of 12 fl. oz. per acre for this project Secondary products may be considered for use if environmental conditions restrict use of the preferred product(s) or the label does not allow for its use in certain conditions.

The secondary products for this program are:

· grubGONE!®G (Phyllom BioProducts, EPA Reg. No 88347-2) - granular formulation for grub control

· beetleGONE!®tlc Water Dispersible Formulation (Phyllom BioProducts, EPA Reg. No. 88347-3) - foliar application for beetle control

· Acelepryn®G (Syngenta EPA Reg. No. 100-1500)- granular formulation for grub control The contractor must keep an available copy of the product labels and Safety Data Sheets (SDS) on site (at a central office location, Applicator vehicles, etc.) throughout the course of the program to be made readily available, if necessary.

The Contractor is responsible for purchasing, storage, transportation, security, and loading of the insecticide(s) used for this program. The Contractor must assure that adequate supplies of insecticide are in or near the treatment area throughout each treatment day.

The apparatus(es) must display appropriate signage on powered equipment when making landscape or right-of-way applications (RCW 17.21.400 and WAC 16-228-1550).

The Contractor is required to notify pesticide-sensitive individuals when a landscape or right-of-way application is made to an adjoining property. The requirements for notifying pesticide-sensitive individuals are contained in RCW 17.21.430.

Contractors making landscape applications to the properties listed below are required to post the applications with a marker. Requirements for landscape postings are listed in RCW 17.21.410 and for schools in RCW 17.21.415 and WAC 16-228-1322.

· Residential property

· Commercial property (apartments, malls, etc.)

· Golf courses

· Parks, cemeteries, rest stops, etc.

· Schools

· Nursery schools

· Licensed day cares The Contractor is responsible for the proper disposal of all empty insecticide containers according to label requirements and state laws and rules. Any container that is not properly rinsed is deemed to contain pesticides and must be stored along with other containers containing pesticides. It is encouraged that the Contractor either collaborate with a local pesticide dealership or contact Agri-Plas, Inc. (503-390-2391directly, recycle@agriplasinc.com) for the proper recycling of empty pesticide containers.

If rinsate or pesticide has become waste, the Contractor needs to contact WSDA Waste Pesticide Program (360-902-2056, wastepesticide@agr.wa.gov).

DATA SUBMISSION

The Contractor must record all pesticide applications onto a WSDA adopted or WSDA approved recordkeeping form. RCW 17.21.100 and WAC 16-228-1320 specify the requirements for application records. The Contractor must keep all application records for seven years from the date of application. The application records must be made available to WSDA and entities listed in RCW 17.21.100(4), upon request.

The Contractor must report daily completed and incomplete properties by email to the WSDA Contract Manager by noon of the following business day.

The Contractor may be subject to an “Applicator” inspection conducted by WSDA Pesticide Compliance staff. Also, throughout this program, during an application pesticide applicators can expect to have random “Use Inspections” performed by WSDA Pesticide Compliance staff. These inspections are conducted under the authority of Washington State and with oversight by the U.S. Environmental Protection Agency (EPA).

See WSDA website for information on Pesticide Laws and Rules, Pesticide Application Recordkeeping, Pesticide Sensitive Person Notification, etc: https://agr.wa.gov/services/inspections-and-investigations/investigations/pesticide-complianceContractor Personnel

PROJECT SUPERVISOR

The Contractor must designate one of its personnel to serve as the on-site project supervisor and to represent the company in all project work matters that require prompt attention. This person must be familiar with all equipment being used (as necessary), as well as rules and regulations of WSDA. They must also be appropriately licensed as a pesticide applicator by the Washington Pesticide Control Act (RCW 15.58), Washington Pesticide Application Act (RCW 17.21).

GROUND-SUPPORT PERSONNEL

The Contractor must supply enough properly trained and qualified ground-support personnel to drive all necessary support vehicles, perform mixing/loading and insecticide use, as well as operate and maintain the treatment equipment. All ground-support personnel must be familiar with the treatment equipment in use and knowledgeable in calibration and configuration of project equipment. All applicable ground-support personnel involved with an application must record weather conditions (temperature and wind) to properly complete daily pesticide application records. All personnel provided by the Contractor must be experienced and fully trained in their duties. All ground personnel involved with the handling of insecticides must be supervised, certified, or registered as required by WSDA.

All ground-support personnel must be equipped and trained to take proper action in an emergency. These individuals must observe all safety precautions in handling insecticides. The Contractor is required to replace any ground-support person who, in the opinion of WSDA, does not demonstrate the knowledge and capability to perform their duties.

PESTICIDE APPLICATOR CERTIFICATION

Each applicator must hold the appropriate license type and must be certified in the appropriate category by WSDA for the type of applications being done.

WSDA’S RIGHT TO REJECT

WSDA reserves the right to permanently reject any applicator who, in WSDA’S opinion, violates these Contract Specifications, is unsafe, has violated product label instructions or state regulations, or otherwise performs unsatisfactorily.

DISPERSAL SYSTEM REQUIREMENTS

Liquid Formula Applications For liquid treatments, WSDA requires properly calibrated boom sprayers, hand-wand or hand-gun sprayers.

Granular Applications For any granular treatments, WSDA requires drop-type, rotary-type or hand-held application equipment. The application equipment must be properly calibrated according to the manufacturer’s directions to ensure uniform coverage over the area treated. During application, check equipment periodically to confirm that it is working properly and that the granules are being uniformly distributed.

GENERAL SPECIFICATIONS

Tanks and Dump System

Leak-proof, corrosion-resistant hoppers and tanks must be used. Exposed valve control must be protected to prevent unintentional opening in any manner. The size of the hoppers and tanks must not impair loading or displacing the center of gravity beyond acceptable limits. Tanks and supporting equipment must be securely mounted or anchored to prevent damage, loss during use or transport, or theft.

Pumping System (liquid formula application) The pumping system must be securely attached and capable of maintaining the pressure required to insure the even distribution of insecticide. All plumbing and pumps must be large enough to handle the required flow. All parts, including pump seals, must be chemically and abrasively resistant to the spray material being used.

Shutoff

To avoid contamination of areas not scheduled for treatment, the entire application system must be leak-proof and have a positive shutoff mechanism capable of eliminating spilling or dripping from the hoppers or nozzles when shut off.

System Cleaning

The application system (e.g., filters/screens, lines, nozzles, tanks, pumps, etc.) must be flushed or cleaned daily to prevent drying of material from becoming a problem. The Contractor must check for leaks and clogs, verify pump pressure, and monitor flow rate daily.

Calibration

The Contractor's equipment must arrive on site properly calibrated for the insecticide in use and rate of application specified. If the calibration is incorrect, the Contractor must correct it immediately without causing any delay in the start of applications. All application equipment must be properly cleaned and serviced and be in good working condition when reporting on site for calibration verification.

NOTIFICATIONS

Contractor will provide staff and equipment necessary to meet the requirements for pre-treatment notifications set by WSDA. Notifications are required to be sent out by phone, email and text, in both English and Spanish. Residents will be notified prior to scheduled treatment. Information regarding preferred contact methods will be collected by WSDA upon receiving treatment consent from the resident. This information will be included in the data shared with the Contractor for treatment scheduling. Scripts for treatment notification will be provided by WSDA in English and Spanish. Recordings must be approved by the Contract Manager before being used.

When sending out mass notifications, it is possible to encounter situations which prevent the notification from reaching the resident. These situations include:

· Invalid or disconnected phone numbers

· Invalid emails

· Voicemail boxes that have not been set up

· Voicemail boxes that are full

The Contractor must have a way to verify if phone calls are answered or if texts are received. If the Contractor encounters the above situations, they may use a secondary contact method if it is provided by the resident. This ensures the notification can still go out and minimizes the amount of “bouncebacks” and reschedules, which slows down project progress.

INTERACTION WITH CUSTOMERS

This project will require daily interaction with residents and collaboration with WSDA eradication staff. Protocols regarding interactions with customers and WSDA staff will be finalized upon contract negotiation. Please provide a sample of protocol used to train current Contractor staff on how to interact with customers. Effective communication between Contractor staff, WSDA staff and the public will be key to the success of this project.

RESCHEDULING

Rescheduling due to locked gates, pets present, or requests from the residents are common occurrences. In this situation, the Contractor will leave a note on the front door indicating the reason that the treatment was not completed and why a reschedule is needed. An area wide cancellation of services or rescheduling may also occur due to inclement weather. This determination will be made by the Contract Manager. Specific protocols for rescheduling will be discussed during the contract negotiation period.

SCHEDULING

Contractor will work with WSDA to establish monthly and weekly treatment schedules. Proposed treatment area and plan will be submitted to the WSDA Contract Manager prior to treatment. This reporting may be adjusted if needed to meet project goals. Development of weekly/daily schedules will occur during contract negotiation.

Before treatments begin, WSDA will provide a full list of treatable properties approximately two weeks before the first day of treatment. WSDA will continue sending weekly reports with newly added properties for the contractor to schedule treatments.

WSDA reserves the right to alter schedules for special projects where additional time is needed to complete project work or if property schedules do not allow for treatment during normal operating hours.

No treatments will occur on holidays.

Monday, May 25 Memorial Day Friday, June 19

Juneteenth Day

Friday, July 3

Independence Day

Monday, September 7 Labor Day PROJECT DETAIL AREAS AND MAPS (maps will be posted in WEBS)

Map of Grandview treatment area

Map of Wapato treatment area

Map of Pasco treatment area

Map of SeaTac treatment area The Contractor shall produce the following written reports or other written documents (deliverables) by the dates indicated below:

All written reports required under this contract must be delivered to

, the Contract Manager, in accordance with the schedule above.

PERIOD OF PERFORMANCE

This Contract shall begin on or upon execution whichever is later, and end on

, unless terminated sooner or extended by WSDA as provided herein.

WSDA reserves the right at its discretion, to extend the contract for up to (i.e., three, etc.)

additional years.

COMPENSATION

WSDA shall pay an amount not to exceed $ for the performance of all things necessary for or incidental to the performance of work as set forth in the Statement of Work, Attachment B, and in accordance with the Budget, Attachment C, which is attached hereto and incorporated by reference herein.

BILLING PROCEDURES

WSDA will pay the Contractor within 30 calendar days of receipt of properly completed invoice vouchers. Invoices shall include such information as is necessary for WSDA to determine the date and exact nature of all expenditures. Each voucher will clearly reference Contract Number and the Contractor’s Statewide Vendor Registration number assigned by Washington State Office of Financial Management (OFM). If Contractor does not have an invoice template to request payment, Contractor can request a copy of a Certified State Invoice Voucher (Form A-19) from WSDA. Invoices shall be submitted to WSDA’s Contract Manager.

Payment shall be made after acceptance by WSDA’s Contract Manager of each deliverable as described in the Statement of Work. No payment in advance or in anticipation of services or supplies under this Contract shall be made by WSDA. Claims for payment submitted by the Contractor to WSDA for costs due and payable under this Contract that were incurred prior to the expiration date shall be paid to the Contractor, if received by WSDA within 30 days after the expiration date.

For work performed during June of any year, the Contractor must submit invoices by July 12. This is due to state fiscal year accounting requirements.

Statewide Vendor Registration. The Washington State Office of Financial Management (OFM) maintains a central contractor registration file for Washington State agencies to use for processing contractor payments. This allows many contractors to receive payments by direct deposit. Contractors are required to be registered in the Statewide Vendor Payment system, https://ofm.wa.gov/it-systems/statewide-vendorpayee-services/receiving-payment-state, prior to submitting a request for payment under this Contract. No payment shall be made until the registration is completed.

Timely payment. Payment by WSDA will be considered timely if it is postmarked or deposited within 30 days of the following, whichever is later:

· Receipt of properly executed invoice vouchers;

· Acceptance of deliverables by WSDA; or

· Statewide Vendor Registration.

INSURANCE

The Contractor shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the State should there be any claims, suits, actions, costs, damages or expenses arising from acts or omissions of the Contractor or Subcontractor, or agents of either, while performing under the terms of this Contract.

The Contractor shall provide insurance coverage which the Contractor shall maintain in full force and effect during the term of this Contract as follows:

1. Commercial General Liability Insurance Policy: Provide a Commercial General Liability Insurance Policy, including contractual liability, in adequate quantity to protect against legal liability arising out of contract activity but no less than $1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts.

2. Automobile Liability: In the event that services delivered pursuant to this Contract involve the use of vehicles, either owned or unowned by the Contractor, automobile liability insurance shall be required. The Contractor shall notify his insurance carrier of the business use and submit to WSDA a statement from the carrier acknowledging that the Contractor is insured for such use. This statement may be, for instance, a notation of coverage on the insurance certificate/s. The minimum limit for automobile liability is:

a. $1,000,000 Per Occurrence, using a Combined Single Limit for bodily injury and property damage.

3. Professional Liability Insurance:

a. The CONTRACTOR will obtain professional liability (“Errors and Omissions”) insurance appropriate to the scope of work provided under this Contract, with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall include negligent and non-negligent acts and omissions.

4. Worker’s Compensation Coverage - Workers’ Compensation and employer’s liability coverages with Washington statutory limits and limits of not less than $500,000 for employer’s liability. The CONTRACTOR will at all times comply with all applicable worker’s 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 the Contract.

5. Employers Liability (“Stop Gap”) Insurance – In addition, the CONTRACTOR will buy employers liability insurance and, if necessary, commercial umbrella liability insurance with limits not less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury by disease.

6. Additional Provisions

Additional Insured. The insurance required will be issued by an insurance company/ies authorized to do business within the State of Washington, and will name the state of Washington, its agents and employees as additional insureds under the insurance policy/ies. All policies will be primary to any other valid and collectable insurance.

Cancellation. WSDA will be provided 30 calendar days written notice before cancellation or non-renewal of any insurance referred to herein. CONTRACTOR will instruct the insurers to give WSDA 30 calendar days advance notice of any insurance cancellation or non-renewal action.

Identification – Policy must reference the WSDA’s contract number and the WSDA by name.

Insurance Carrier Rating – All insurance and bonds should be issued by companies admitted to do business within the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best’s Reports. Any exception will be reviewed and approved by WSDA’s Risks Manager or the Risk Manager of the Office of Financial Management, before the contract is accepted or work may begin. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC.

Excess Coverage- By requiring insurance herein, the State does not represent that coverage and limits will be adequate to protect the CONTRACTOR, and such coverages and limits will not limit CONTRACTOR’s liability under the indemnities and reimbursements granted to the State in this contract.

The insurance required above shall be issued by an insurance company(s) authorized to do business within the state of Washington, and except for Professional Liability or Errors and Omissions Insurance shall name the state of Washington, its agents and employees as additional insureds under the insurance policy(s). All policies shall be primary to any other valid and collectable insurance. The Contractor shall instruct the insurers to give WSDA 30 days advance notice of any insurance cancellation.

Submit to WSDA prior to the Contract's effective date a certificate of insurance which outlines at the least the coverage and limits defined in this section, Insurance, and in the attached General Terms and Conditions, Attachment A. Contractor shall submit renewal certificates on a yearly basis during the term of the Contract.

FOR IT CONTRACTS AND/OR CONTRACTS WITH VPN ACCESS (Remove if not applicable):

SITE SECURITY

While on WSDA’s premises, contractor, its agents, employees or subcontractors shall conform in all respects with physical, fire or other security policies or regulations.

INFORMATION TECHNOLOGY SECURITY, PRIVACY, AND ADA REQUIREMENTS

The State of Washington has defined common IT security, Privacy, and ADA Accessibility standards to help ensure that agencies have an effective, secure, and accessible environment for IT processing. The standards are defined by the office of the Chief Information Officer (OCIO) and are implemented at the agency policy level, available at https://agr.wa.gov/about-wsda/contracts-and-procurement.

As part of these standards, agencies are to require contractor’s compliance with the security, privacy, and ADA accessibility standards relative to the services provided when the scope of work affects a state IT resource or asset. Therefore, contractor agrees to provide security, privacy, and ADA accessibility standards by a method and at a level that is in compliance with the following WSDA policies, as well as any other agency security policies, procedures, standards, and requirements when any scope of work or service related to this work order affects at state IT asset:

· WSDA POL-IT-609, Accessing WSDA Information and Data for Persons with Disabilities

· WSDA POL-IT-600, IT Security: Maintaining the Information Security Technology Program

· WSDA POL-AM-111: Protecting Privacy and Confidentiality in Public Records

· WSDA POL-IT-603: Accessing WSDA’s Local Area Network or Email through a Remote Access Connection

For example, any remote access to agency systems will need to be reviewed by agency IT staff and approved by the Chief Technology Officer. Onsite access to agency systems will be controlled and supervised; we have every right to review all system states, logs, browsing history, etc. as the agency deems necessary, to comply with agency security, privacy, and data retention standards.

MEMO OF UNDERSTANDING (Memo) Any communications that either Contract Manager determines to address more than day-to-day concerns, but do not modify the terms of this Contract, shall be documented by a written, numbered Memo of Understanding.

ASSURANCES

WSDA and the Contractor agree that all activity pursuant to this Contract will be in accordance with all the applicable federal, state and local laws, rules, regulations and WSDA policy.

GOVERNANCE

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.

ORDER OF PRECEDENCE

The items listed below are incorporated by reference herein. 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:

1. Applicable Federal and Washington State Statutes and Regulations;

2. Special Terms & Conditions as contained in the basic Contract;

3. General Terms & Conditions, Attachment A;

4. Statement of Work, Attachment B, Budget, Attachment C, Performance Measurement Report, Attachment D;

5. WSDA’s Request for

(RF

) No.

dated

, 20XX;

6. Contractor’s proposal, dated

, 20XX;

7. Any other provisions of the Contract incorporated by reference or otherwise.

SEVERABILITY

If any provision of this Contract or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Contract which can be given effect without the invalid provision, or part thereof if such remainder conforms to the terms and requirements of applicable law and the intent of this Contract, and to this end the provisions of this Contract are declared to be severable.

CONTRACT MANAGEMENT

The Contract Manager for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Contract.

The Contract Manager for the CONTRACTOR is:

The Contract Manager for WSDA is:

(Contract Manager’s Name)

(Contractor’s Name)

( Address)

Phone:

FAX:

E-Mail:

(Contract Manager’s Name)

Department of Agriculture PO Box 42560 Olympia WA 98504-2560 Phone:

FAX:

E-Mail:

@agr.wa.gov

ALL WRITINGS CONTAINED HEREIN

This Contract consists of

) pages including the following attachments:

A General Terms & Conditions

B Statement of Work (if used as an attachment)] This Contract sets forth in full all the terms and conditions agreed upon by the parties. Any other agreement, representation, or understandings, verbal or otherwise, regarding the subject matter of this Contract shall be deemed to be null and void and of no force and effect whatsoever. Parties executing this contract by signing below warrant they have the authority to execute the contract on behalf of the Contractor.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Exhibit A

GENERAL TERMS AND CONDITIONS

DEFINITIONS

As used throughout this Contract, the following terms have the following meanings:

Agency means the Washington State Department of Agriculture, any division, section, office, unit or other entity of the Agency, or any of the officers or other officials lawfully representing that Agency.

Confidential Information means information identified as confidential or exempt from public disclosure. The term also includes Personal Information regardless of whether such information has been identified as confidential or exempt from disclosure.

Contract Manager means the representative identified in the Special Terms & Conditions of the Contract who is delegated the authority and responsibility to administer the Contract.

Contractor means that firm, provider, organization, individual or other entity performing service(s) under this contract, and includes all employees of the Contractor.

Director means the Agency’s Director or any delegate authorized to act on the Director's behalf.

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 or Protected Health Information as defined by the federal Health Insurance Portability and Accountability Act Pub. L. No. 104-191, § 264, 110 Stat. 1936, any financial identifiers, and other information that may be exempt from public disclosure or other unauthorized persons under state and federal statutes.

Subcontractor means 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" mean Subcontractor(s) in any tier.

ACCESS TO DATA

In compliance with chapter 39.26 RCW, the Contractor must provide access to data generated under this Contract to the 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.

ADVANCE PAYMENTS PROHIBITED

Contractor must not request payments in advance of or in anticipation of goods or services to be provided under this Contract.

AMENDMENTS

The parties may amend this Contract by mutual agreement. Such amendments are not binding unless in writing and signed by personnel authorized to bind each of the parties.

AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336 ("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

The Contractor must not transfer or assign this contract, or any claim arising under this contract, without prior written consent of the Agency.

ATTORNEYS’ FEES

In the event of litigation or other action brought to enforce contract terms, each party bears its own attorney fees and costs.

CALCULATION OF TIME

Unless otherwise specified, a time period prescribed in this Contract is in calendar days, begins to run the day after the date of the triggering act or event, and ends at 5:00 p.m. on the last day of the period. When the last day is a Saturday, Sunday, or legal holiday, the period of time ends at 5:00 p.m. on the next day that is not a Saturday, Sunday, or legal holiday.

CONFLICT OF INTEREST

Notwithstanding any determination by the Executive Ethics Board or other tribunal, the Agency may terminate this Contract for cause and without notice of need to take corrective action if the Agency finds that the Contractor is involved in a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any similar statute in connection with the procurement of or performance under this Contract. The Agency must provide the Contractor notice and an opportunity to respond to allegations prior to termination.

CONFIDENTIALITY/SAFEGUARDING INFORMATION

The Contractor must not use or disclose any information concerning the Agency 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.

The Contractor must not release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons, including anyone not directly employed by Contractor, Confidential Information without the express written consent of the Agency or as otherwise required by law. The Contractor must protect Confidential Information, collected, used, or acquired in connection with this Contract against unauthorized use, disclosure, modification or loss. The Contractor must ensure its directors, officers, employees, subcontractors or agents use Confidential Information solely for the purposes of accomplishing the services set forth by this Contract.

Immediately upon expiration or termination of this Contract, Contractor will destroy all Confidential Information not required to be retained by professional standards.

Any breach of this provision may result in termination of the Contract and the demand for return of all Confidential Information. The Contractor indemnifies and holds harmless the Agency for any damages related to the Contractor’s unauthorized use of Confidential Information.

COPYRIGHT PROVISIONS

Unless otherwise provided, all materials produced under this Contract are "works for hire," as defined by the U.S. Copyright Act, and owned by the Agency. The Agency is considered the author of such materials. To the extent the materials are not “works for hire” under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all materials, including all intellectual property rights, to the Agency effective from the moment of creation of such materials.

Materials in this provision 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. Data includes, but is not limited to, all information that supports the findings, conclusions, and recommendations of the Contractor’s reports, data extracts, reports or information provided by the Agency. Ownership includes, but is not limited to, the right to use, copyright, patent, register and the ability to transfer these rights.

For materials delivered under the Contract that incorporate pre-existing materials not produced under the Contract, the Contractor hereby grants to the Agency a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) in such materials to publish, translate, reproduce, deliver, distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the 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 must 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 that was not produced in the performance of this Contract.

The Contractor must provide the Agency with 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 has 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 commercial or selling agents maintained by the Contractor for the purpose of securing business. In the event of Contractor’s breach of this clause, the Agency has the right to annul this Contract without liability. In lieu of annulling the Contract, the Agency may deduct the full amount of such commission, percentage, brokerage or contingent fee from the Contract price or consideration.

CUMULATIVE RIGHTS AND REMEDIES

The rights and remedies of the Agency provided for in this Contract are cumulative and not exclusive. The exercise of any right or remedy does not preclude the exercise of any other rights or remedies is available at law, regardless of whether the right or remedy is available at the time of Contract execution.

DEBARMENT, SUSPENSION AND INELIGIBILITY

The Contractor certifies that neither it nor its principals are presently debarred, declared ineligible, or voluntarily excluded from participation in transactions by the State of Washington and, if federal funds are a source of funding for this Contract, any federal department or agency.

DISPUTES

Except as otherwise provided in this Contract, when a dispute arises between the parties’ Contract Managers that cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director.

The request for a dispute hearing must:

1. Be in writing;

2. State the disputed issue(s);

3. State the relative positions of the parties;

4. State the Contractor’s name, address, and Contract Number; and

5. Be mailed to the Director and the other party’s (respondent’s) representative within 3 days after the parties agree that they cannot resolve the dispute.

The respondent must send a written answer to the requester’s statement to the Director and the requester within 5 days. The Director must review the written statements and reply in writing to both parties within 10 days. The Director may extend this period by notifying the parties.

This dispute process precedes any action in a judicial or quasi-judicial tribunal. Nothing in this Contract limits the parties’ choice of a mutually acceptable alternate dispute resolution method in addition to the dispute resolution procedure outlined above.

DUPLICATE PAYMENT

Contractor must not charge the Agency for services and expenses that Contractor has charged or will charge to the State of Washington or any other party under any other contract or agreement. The Agency is not liable for payment of such charges.

EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS

As previously certified in Contractor’s bid, quotation and/or proposal submission, Contractor represents and warrants that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that during the term of this Contract, Contractor will not require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers as a condition of employment.

GOVERNING LAW AND VENUE

This Contract must be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any action brought in connection with this Contract is proper only in the Superior Court for Thurston County.

INDEMNIFICATION

To the fullest extent permitted by law, the Contractor must indemnify, defend, and hold harmless the State and its agencies, officials, agents, or employees, from and against all claims for injuries or deaths arising out of or resulting from the performance of this Contract. “Claim,” as used in this Contract, means any financial loss, claim, suite, action, damage, or expense, including but not limited to attorney’s fees, attributable for bodily injury, sickness, disease, or death, or injury to or destruction of tangible property including loss of use resulting thereby.

The Contractor’s obligations to indemnify, defend, and hold harmless includes any claim by the Contractor’s agents, employees, representatives, or any subcontractor or its employees.

The Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to the Contractor’s or any subcontractor’s performance or failure to perform the Contract. The Contractor’s obligation to indemnify, defend, and hold harmless the State is not eliminated or reduced by any actual or alleged concurrent negligence of State and its agencies, officials, agents, or employees.

The 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 this Contract to create an independent contractor relationship. The Contractor and its employees or agents performing under this Contract are not employees or agents of the Agency. The Contractor will not hold itself out as, nor claim to be, an officer or employee of the Agency or of the State of Washington by reason of this Contract, nor will the Contractor make any claim of right, privilege or benefit which would accrue to such employee under law. Contractor is solely responsible for conduct and control of the work.

INDUSTRIAL INSURANCE COVERAGE

The Contractor must 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, the 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 must comply with all applicable local, state, and federal licensing and accrediting requirements / standards, necessary in the performance of this Contract.

LIMITATION OF SIGNATURE AUTHORITY

Except in the case of an extension of time, only the Agency’s delegate by writing (delegation to be made prior to action) has the expressed, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. No alteration, amendment, modification, or waiver of any clause or condition of this Contract is effective or binding unless made in writing and signed by the Agency.

NONDISCRIMINATION & CIVIL RIGHTS

During the performance of this Contract, the Contractor must comply with all federal and state nondiscrimination laws, regulations and policies. In the event of the Contractor’s noncompliance 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 Agency must give Contractor reasonable time in which to cure this noncompliance.