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COLUMBIA BASIN COLLEGE

STANDARD TERMS AND CONDITIONS

I. DEFINITIONS

Acceptance The products passed appropriate inspection and acceptance testing period, if required.

Acceptance testing The process for ascertaining that the products meet the standards set forth in the solicitation, prior to acceptance by CBC.

Amendment A change to a legal document.

Solicitation: For the purposes of a solicitation document, an amendment shall be a unilateral change issued by CBC, at its sole discretion.

Contract: An agreement between the parties to change the contract after it is fully signed by both parties. Such agreement shall be memorialized in a written document describing the agreed-upon change including any terms and conditions required to support such change. An Order Document shall not constitute an amendment to a contract.

Award The official act of CBC of accepting the offer to enter into a contract as contained in the bidder(s) response.

Business days Monday through Thursday, 7:30 a.m. to 4:30 p.m. and Fridays 7:30 a.m.

to noon, Pacific Time, except for holidays observed by the State of Washington.

Calendar days Consecutive days of the year including weekends and holidays, each of which commence at 12:00:01 a.m. and end at Midnight, Pacific Time. When “days” are not specified, Calendar Days shall prevail.

Columbia Basin College (CBC)

Columbia Basin College, any division, section, office, unit or other entity of Columbia Basin College, or any of the officers or other officials lawfully representing Columbia Basin College. CBC is a Washington State Agency and Institution of Higher Education.

Contract Purchase order and/or the entire written agreement between CBC and the Contractor, including any exhibits, documents, and materials incorporated by reference.

Contractor Individual, provider, organization, company, corporation, firm, or combination thereof, or any other entity with whom CBC develops a contract for the procurement of materials, supplies, services, and/or equipment. It shall also include any employees of the contractor and any subcontractor (and their employees) retained by the contractor as permitted under the terms of the contract.

Debarment An action taken by a Federal official to exclude a person or business entity from participating in transaction involving certain federal funds.

Columbia Basin College

Standard Terms and Conditions For Purchased Goods and Services under the Authority of Chapter 39.26 RCW

CBC Standard Terms and Conditions (01.28.2016)

Inspection An examination of delivered material, supplies, services, and/or equipment prior to acceptance aimed at forming a judgment as to whether such delivered items are what was ordered, were properly delivered and ready for acceptance. Inspection may include a high level visual examination or a more thorough detailed examination as is customary to the type of purchase, as set forth in the solicitation document and/or as agreed between the parties. Inspection shall be acknowledged by an authorized signature of

CBC.

Improper Influence Any influence that induces or tends to induce a CBC employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

Materials All information in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and sound reproductions.

Ownership Includes the right to copyright, patent, and register, and the ability to transfer, these rights.

Personal Information

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.

Product Materials, supplies, services, and/or equipment provided under the terms and conditions of this contract.

Prompt payment discount

A discount offered by the bidder to encourage timely payment by CBC within the stated term identified by bidder.

Proposal A sealed written offer to perform a contract to supply materials, supplies, services, and/or equipment in reply to a Request For Proposal (RFP).

Purchaser/Buyer The CBC authorized user of the contract or purchase order, as identified in the solicitation, who may or actually does make purchases of material, supplies, services, and/or equipment under the resulting contract. The Purchaser is listed at the bottom of the signed Purchase Order.

Quotation An informal written or oral offer to perform a contract to supply materials, supplies, services, and/or equipment in reply to a Request For Quote (RFQ).

Responsible The capability in all respects to perform in full the contract requirements;

meets the elements of responsibility. (See RCW 39.26.)

http://apps.leg.wa.gov/rcw/default.aspx?cite=39.26

Standard Terms and Conditions For Purchased Goods and Services under the Authority of Chapter 39.26 RCW

Responsive Conforms in all material respects to the terms and conditions, the specifications, and other requirements of a solicitation.

RCW The Revised Code of Washington. All reference in this Contract to RCW chapters or sections shall include any successor, or replacement statute.

Regulation Any federal, state, local or CBC regulation, law, rule, or ordinance.

Subcontract Any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform all or portion of the duties and obligations that the Contractor is obligated to perform pursuant to this Contract.

Subcontractor A person or business that is 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.

II. IMPORTANT CONTACTS:

a. Warehouse Operator/Receiver (No appointment is necessary during normal receiving hours: Monday through Thursday, 7:30 a.m. to 4:30 p.m. and Fridays 7:30 a.m. to 12:00 p.m., Pacific Time, except for holidays observed by the State of Washington. Occasionally, CBC will have revised operating hours during the holidays. Please call to confirm hours of operation if you intend on delivering during a holiday week)

Rudy Pena

Warehouse Operator 2 Email: rpena@columbiabasin.edu Phone: 509-542-4482

b. Purchasing Department (send PO and Amendment Questions): purchasing@columbiabasin.edu

c. Accounts Payable (send invoices): ap@columbiabasin.edu mailto:rpena@columbiabasin.edu mailto:purchasing@columbiabasin.edu mailto:ap@columbiabasin.edu

Terms and Conditions

For purchases of materials, supplies, services, and equipment under the Authority of Chapter 39.26 RCW

III. STANDARD TERMS & CONDITIONS

1. ADVERTISING: Contractor shall not advertise or publish information concerning this contract in any form or media without prior written consent from CBC.

2. ALTERNATIVE DISPUTE RESOLUTION FEES AND COSTS: In the event that the parties engage in arbitration, mediation or any other alternative dispute resolution forum to resolve a dispute in lieu of litigation, both parties shall share equally in the cost of the alternative dispute resolution method, including cost of mediator or arbitrator. In addition, each party shall be responsible for its own attorneys’ fees incurred as a result of the alternative dispute resolution method.

3. AMENDMENTS: This Contract may be amended by mutual agreement of the parties. No material alterations in any of the terms, conditions, delivery, price, quality, quantity or specifications shall be effective unless the alteration is expressly acknowledged and accepted in writing by CBC.

a. Automatic extensions and renewals are not authorized unless stated in writing and included in contract issued by

CBC.

4. ANTITRUST ASSIGNMENTS: The Contractor hereby assigns to CBC any and all claims for price fixing or overcharges relating to goods, products, services and/or materials purchased under this Contract, except as to overcharges that result from antitrust violations commencing after the price is established under this Contract and that are not passed on to CBC under an escalation clause.

5. ASSIGNMENT: The work to be provided under this Contract, and any claim arising thereunder, is not assignable or delegable by the Contractor without prior written consent by CBC. Provision of monies due under this Contract shall only be assignable with prior written permission of CBC.

6. ATTORNEYS’ FEES: In the event of litigation or other action brought to enforce contract terms, each party shall bear its own attorney’s fees and costs.

7. BEST PRICING: For the term of the contract, pricing for all products will be no greater than the prices listed on the contract. If, however, during the contract period lower prices and rates become effective through reduction in manufacturer’s or contractor’s list prices, promotional discounts, GPO or WA State Contract pricing, or other circumstances, CBC must be given immediate benefit of such lower prices and rates.

8. BREACH, DEFAULT, TERMINATION:

a. Breach: A breach of a term or condition of this Contract shall mean any one or more of the following events:

i. The Contractor fails to perform the services by the date required or by a later date as may be agreed to in a written amendment to this Contract signed by CBC;

ii. The Contractor breaches any warranty or fails to perform or comply with any term or agreement in this

Contract;

iii. The Contractor makes any general assignment for the benefit of creditors;

iv. In CBC’s sole opinion, the Contractor becomes insolvent or in an unsound financial condition so as to endanger performance hereunder;

v. The Contractor becomes the subject of any proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors;

vi. Any receiver, trustee, or similar official is appointed for the Contractor or any of the Contractor’s property;

vii. The Contractor is determined to be in violation of any regulations and that such determination, in

CBC’s sole opinion, renders the Contractor unable to perform any aspect of this Contract.

b. Default: The Contractor may be declared in default for a material breach of any term or condition.

c. Opportunity to Cure: The state shall issue a written notice of default providing a period in which Contractor shall have an opportunity to cure. Time allowed for cure shall not diminish or eliminate Contractor’s liability for liquidated or other damages.

d. Remedies: After Contractor has been provided the opportunity to cure, if the default remains, the state may do one or more of the following:

i. Exercise any remedy provided by law.

ii. Terminate this contract and any related contracts or portions thereof.

iii. Impose liquidated damages.

iv. Suspend contractor from receiving future Invitations for Bid.

e. Termination for Convenience: CBC may terminate this Contract, in whole or in part, at any time and for any reason by giving thirty (30) calendar days written termination notice to the Contractor. Termination charges shall not apply unless they are subsequently agreed upon by both parties. Where termination charges are applicable, both parties agree to negotiate in good faith and to limit the extent of negotiations to valid documented expenses incurred by the Contractor prior to date of termination. Should the parties not agree to a satisfactory settlement, the matter may be subjected to mediation and/or legal proceedings.

f. Termination for Breach and/or Default: Except in the case of delay or failure resulting from circumstances beyond the control and without the fault or negligence of the Contractor or of the Contractor’s suppliers or subcontractors, CBC shall be entitled, by written or oral notice, to cancel and/or terminate this Contract in its entirety or in part for breach and/or for default of any of the terms herein and to have all other rights against the Contractor by reason of the Contractor’s breach as provided by law.

g. Termination Due to Change in Funding: If the funds CBC relied upon to establish this Contract are withdrawn, reduced or limited, or if additional or modified conditions are placed on funding by the entity funding CBC, CBC may immediately terminate this Contract by providing written notice to the Contractor. The termination shall be effective on the date specified in the termination notice.

h. Termination by Mutual Agreement: CBC or the Contractor may terminate this Contract in whole or in part, at any time, by mutual agreement.

i. Termination for Conflict of Interest: CBC may terminate this contract by written notice to contractor if it is determined, after due notice and examination, that any party to this contract has violated Chapter 42.52 RCW, Ethics in Public Service, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this contract is so terminated, CBC shall be entitled to pursue the same remedies against contractor as it could pursue in the event that the contractor breaches this contract.

9. CBC INSURANCE/TORT CLAIMS: CBC and its officers, employees, and agents, while acting in good faith within the scope of their official CBC duties, are covered by the State of Washington Self-Insurance Program and the Tort Claims Act (RCW 4.92.060 et seq.), and successful claims against CBC and its employees, officers, and agents in the performance of their official CBC duties in good faith under this Agreement will be paid from the tort claims liability account as provided in RCW 4.92.130.

10. CONTRACTOR INSURANCE: If the Contractor’s performance of this Contract will involve work falling into any of the categories enumerated within this section, Contractor shall maintain, during the performance of this contract, all relevant types of insurance in amounts equal to or exceeding those listed below.

Upon request, Contractor shall, prior to the commencement of work under this Contract, provide the Columbia Basin College Purchasing Department, at 2600 North 20th Ave, Pasco, WA 99301, with a certificate of insurance evidencing proof of insurance coverage, and shall name the Columbia Basin College as an additional insured. All insurance policies shall contain an appropriate severability of interests clause.

CBC reserves the right to require additional types of insurance, and/or higher insurance limits, as circumstances require.

Contractor shall provide appropriate proof of insurance under this section upon request, regardless of type or amount.

Contractor shall maintain insurance of at least the following types and amounts:

a. Commercial General Liability Insurance

For services contracts in which Contractor will perform a significant portion of the work under this contract on CBC Campus, within CBC facilities, in contact with CBC employees or students, or upon request, Contractor shall maintain Commercial General Liability Insurance, and provide proof of such upon request, in the following amounts. The policy shall contain, or be endorsed with, language that CBC, its officers, agents, and employees are additional insured’s, that the policy shall not be canceled or modified without thirty (30) days prior written notice, that the policy will provide primary coverage to CBC and be non-contributory, and that the policy has a severability of interest clause.

i. $1,000,000 per occurrence

ii. $2,000,000 aggregate

iii. $100,000 fire legal liability

iv. $5,000 Medical expense limit

b. Worker’s Compensation Insurance.

Worker’s compensation insurance is required in the statutorily required amounts providing benefits to Contractor’s employees in accordance with Title 51, Revised Code of Washington, and Industrial Insurance.

c. Automobile Liability Insurance. (BAP)

For Contracts including services delivered pursuant to this contract involving the use of vehicles, either owned, unowned or hired by the Contractor, contractor shall maintain Automobile Liability Insurance, and provide proof of such, in the following amount. The policy shall contain, or be endorsed with, language that CBC, its officers, agents, and employees are additional insured’s, that the policy shall not be canceled or modified without thirty (30) days prior written notice, that the policy will provide primary coverage to CBC and be non-contributory, and that the policy has a severability of interest clause.

i. $1,000,000 per occurrence, and owned, unowned and hired vehicles shall be covered;

ii. Contractor may provide Combined Single Limit for bodily injury and property damage.

d. Professional Liability/Errors and Omissions Insurance.

i. For services delivered pursuant to this Contract, either directly or indirectly that involve or require professional services, skill, and/or judgement, or upon request, Contractor shall maintain Professional Liability/Errors and Omissions Insurance, and provide proof of such upon request, in the following amounts:

1. $2,000,000 per occurrence

2. $3,000,000 aggregate

For Contract under this subsection, the provision of Professional Liability/Errors and Omissions Insurance shall replace the Contractor’s obligation to maintain and provide proof of Commercial General Liability Insurance.

CBC shall be named as an additional insured on all the above insurance coverage, and this coverage shall be primary and non-contributory to any self-insurance or insurance policy available to CBC. Contractor shall provide to CBC a certificate of insurance coverage for the above insurance prior to commencement of the Agreement, and shall maintain the above insurance at all times this Agreement is in effect. CBC reserves the right to change the coverage limits of the insurance policies set forth above as CBC may deem advisable, in CBC’s sole and absolute discretion. Contractor shall make no claims against CBC for any claim for which Contractor is covered by the insurance described herein.

e. Foreign Liability Insurance

i. For services provided under this contract which will be performed outside of the United States, or upon request, Contractor shall maintain the following types and levels of insurance, and provide proof of such upon request:

1. International Commercial General Liability coverage with a limit of at least $5,000,000 per occurrence, including products/completed operations coverage;

2. International voluntary workers’ compensation coverage per statutory requirements;

3. International automobile liability insurance with limits of at least $1,000,000 per occurrence;

CONTRACTOR shall submit to CBC within 15 days of the contract effective date, a certificate of insurance that outlines the coverage and limits defined in this section. CONTRACTOR shall submit renewal certificates as appropriate during the term of the contract.

11. COMPLIANCE W ITH APPLICABLE LAW: At all times during the term of this Contract, the Contractor shall comply with all applicable federal, state and local laws and regulations, including but not limited to, nondiscrimination laws and regulations. Any violation of this section shall be considered a material breach of this contract. Contractor agrees to indemnify and hold Columbia Basin College harmless from any and all damages or claims caused by Contractor’s failure to comply with law.

12. COMPLIANCE WITH FEDERAL CIVIL RIGHTS LAW: This Contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60‐1.4(a), 60‐300.5(a) and 60‐741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin.

Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

13. CONFIDENTIALITY: The Contractor may use Personal Information and any other information gained by reason of this Contract only for the purpose of this Contract. The Contractor shall not disclose, transfer, or sell any such information to any party, except as provided by law or, in the case of Personal Information, without the prior written consent of the person to whom the Personal Information pertains. The Contractor shall maintain the confidentiality of all confidential information gained by reason of this Contract, and shall return or certify the destruction of such information if requested in writing by CBC.

14. COPYRIGHT AND INTELLECTUAL PROPERTY 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 CBC. CBC shall be considered the author of such Materials. If the Materials are not considered “works for hire” under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in Materials, including all intellectual property rights, to CBC effective from the moment of creation of such Materials.

For Materials that are delivered under this Contract, but that incorporate pre‐existing materials not produced under this Contract, the Contractor grants to CBC 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 the Contractor has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to CBC.

CBC shall receive prompt written notice of each notice or claim of copyright infringement received by the Contractor with respect to any Materials delivered under this Contract. CBC shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor.

15. 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, as defined in the FAR Subpart 3.4, maintained by the Contractor for the purpose of securing business. CBC 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.

16. DATA SECURITY AND CONFIDENTIALITY:

As used herein, the term “CBC” shall mean “Client.” In this Agreement, the party receiving information is generically referred to as the “Receiving Party,” and the party disclosing the information is generically referred to as the “Disclosing Party.”

a. Confidential Information Defined:

“Confidential Information” shall include any data and/or information that is identified by either party as confidential (either orally or in writing) or is of such a nature that a reasonable person would understand such information to be confidential, including, but not limited to: (1) personal information of customers, employees, students, and/or donors, including but not limited to, images, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver’s license numbers, medical data, law enforcement records, educational records or other information identifiable to a specific individual that relates to any of these types of information (“Personal Information”); (2) business methods, plans, and practices, financial data, or customers lists; (3) trade secrets, inventions, methodologies, research plans, products, product plans, patent applications, and other proprietary rights, and any specifications, tools, computer programs, source code, object code, documentation, or technical information; or (4) any other proprietary information or data the Disclosing Party maintains in confidence.

Confidential Information shall not include information the Receiving Party can prove by clear and convincing written contemporaneous evidence is: (1) publicly known through no fault or negligence of the Receiving Party;

(2) rightfully possessed by the Receiving Party prior to disclosure by the Disclosing Party; (3) rightfully obtained by the Receiving Party from a third party in lawful possession of such Confidential Information without obligation of confidentiality; (4) independently developed by the Receiving Party without reference to or use of Confidential Information; (5) required to be disclosed by law; or (6) necessary to disclose to prevent severe physical injury to or loss of life of an individual.

b. Use and Non-Disclosure of Confidential Information; Exceptions

Each party agrees to use the Confidential Information received from the other party only as expressly permitted in this Agreement or when reasonably necessary to perform the party’s duties under this Agreement so long as such disclosure is in accordance with applicable law. To the extent permitted by law, neither party will disclose to any third party the other party’s Confidential Information, in whole or in part, without the prior written consent of the party, or as provided for in this Agreement and in compliance with all applicable state and federal laws; provided however, Contractor may disclose Personal Information of CBC Students to third party with the written consent of that Student. Notwithstanding the foregoing, either party may disclose the Confidential Information or portions thereof to their respective attorneys or accountants when seeking legal or financial advice.

Contractor specifically warrants and represents that except as otherwise permitted herein, it will not in any manner disclose, disseminate, copy, sell, resell, sublicense, transmit, assign, or otherwise make available any of CBC’s Confidential Information to any third party without the prior written permission of CBC, and further warrants and represents that it will take all reasonable steps necessary to ensure that its authorized agents, employees, contractors or subcontractors having access to the Confidential Information shall not copy, disclose or transmit any of the Confidential Information, or any portion thereof, in any form, to a third party except as necessary to perform the Services under the Agreement.

Contractor acknowledges that CBC, as a state agency, is at all times subject to the Washington Public Records Act, RCW 42.56.010 et seq. as now existing or as amended. If CBC receives a public records request for this Agreement and/or for documents and/or materials provided to CBC under this Agreement, generally such information will be a public record and must be disclosed to the public records requester. However, CBC agrees to notify Contractor if it receives such a public records request and the date CBC plans to release the records. If Contractor fails to obtain a protective order from the applicable court prior to the time CBC releases the records to the public records requester, Contractor gives CBC full authority to release the records on the date specified, and Contractor understands it shall hold CBC harmless with respect to such disclosure.

c. Obligations to Secure Confidential Information:

Contractor warrants and represents that it will implement the necessary industry-standard physical, electronic, and managerial safeguards to ensure the confidentiality, integrity, and availability of CBC Confidential Information, including but not limited to, the environment in which the CBC Confidential Information is stored, processed, and transmitted. Contractor further warrants and represents that such safeguards will in no event be less than the level of security Contractor uses to protect its own Confidential Information. Contractor shall require its contractors and subcontractors authorized to access CBC’s Confidential Information pursuant to this Agreement to take similar industry-standard precautions in safeguarding the Confidential Information.

Contractor agrees to comply with all applicable state and federal statutes and regulations governing unauthorized access and disclosure of the Confidential Information including, but not limited to: (1) personally identifiable information from education records as defined in The Family Educational Rights and Privacy Act (“FERPA”) (20 U.S.C. § 1232g; 34 CFR Part 99), and regulations promulgated thereunder; (2) information that is subject to the security provisions of the Gramm-Leach- Bliley Act, 15 U.S.C., Subchapter 1, Sections 6801-6809 (Disclosure of Nonpublic Personal Information); (3) individually identifiable “personal health information” as defined in the Health Information Portability and Accountability Act (“HIPAA”) regulations, 45 CFR Parts 160 and 164; and (4) the Washington State Office of the CIO (“OCIO”) Standard No. 141.10 “ Securing Information Technology Assets” (available at http://www.ofm.wa.gov/ocio/policies/documents/141.10.pdf) or comparable standard. Any transmission, storage, or transportation of CBC Confidential Information outside of the U.S.A. is prohibited without prior written authorization from the CBC.

Prior to execution of this Agreement and once per calendar year, Contractor will provide CBC with the most current SSAE 16 Report or comparable, 3rd party information security assessment report. CBC shall have the right, at its own expense and upon reasonable prior notice to Contractor, to review Contractor’s security measures and information security program.

If Contractor will accept and process payment by credit cards or any other form of electronic payment on behalf of CBC pursuant to this Agreement, Contractor agrees to provide evidence of certification for the Payment Card Industries Data Security Standard (“PCI DSS”). Proof of compliance shall be provided to CBC by Contractor on an annual basis for the duration of this Agreement. CBC reserves the right to monitor, audit or investigate said certification. If Contractor fails to achieve or maintain PCI DSS compliant status, Contractor will cease the acceptance and processing of payment cards or any other form of electronic payment on behalf of CBC pursuant to this Agreement, as well as the acceptance of any other Confidential Data or other proprietary data on behalf of

d. Obligations upon Breach of Security:

The Confidential Information, including any Personal Information, is subject to the provisions of RCW

19.255.010 and RCW 2.56.590 and Contractor will comply with those laws. Contractor will report to CBC any breach of security resulting in the unauthorized disclosure, misappropriation or unauthorized access of CBC Confidential Information (“Breach”). Contractor will promptly investigate any Breach affecting CBC Confidential Information and take reasonable measures to identify the Breach’s root cause(s), mitigate its effects, and prevent a recurrence. Unless prohibited by law, Contractor will provide CBC with a detailed description of the Breach, the type of data that was the subject of the incident, the identity of each affected person, and other information CBC may reasonably request concerning the affected persons. The parties agree to coordinate in good faith on developing the content of any related public statements or any required notices for the affected persons. If a data compromise and/or identity theft occurs and is found to be the result of Contractor’s non-compliance with the obligations to secure CBC Confidential Information, Contractor will assume complete responsibility for customer notification, and be liable for all associated costs incurred by CBC in responding to or recovering from that Breach.

e. Survival of Obligations

The obligation to maintain the confidentiality of the Confidential Information received by the other party will survive termination or expiration of this Agreement, and shall survive for a period of five (5) years thereafter.

Except as otherwise set forth below, within sixty (60) days of the expiration or termination of this Agreement, Contractor shall, at Contractor’s option: (1) certify to CBC that Contractor has destroyed all CBC Confidential Information in its possession; or (2) return all media containing all CBC Confidential Information to CBC; or

(3) take whatever other steps CBC requires of Contractor to protect CBC’s Confidential Information. CBC reserves the right to audit, or investigate the use of CBC Confidential Information collected, used, or acquired by Contractor or its employees, contractors or subcontractors pursuant to this Agreement. Any costs of such audit or investigation are the sole responsibility of CBC.

17. DEBARMENT AND FEDERAL EXCLUSION: The Contractor, by accepting the terms of this Contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions. The Contractor shall include the above mentioned requirement in any and all subcontracts into which it enters. In the event that the Contractor becomes debarred, suspended or ineligible from participating in transactions, the Contractor shall notify CBC in writing within three working days of an event.

18. DELIVERY REQUIREMENTS:

a. Delivery:

Contractor must ensure that delivery of goods will be made as required in the contract terms, the Purchase Order, or as otherwise mutually agreed in writing between CBC and contractor. The following apply to all deliveries:

i. The contractor must deliver the goods during CBC’s normal work hours (Monday – Thursday 7:00AM – 4:30PM and Friday 7:00AM – noon) and within contract time frames or as otherwise mutually agreed in writing between CBC and the contractor at the time of order placement.

ii. CBC may refuse shipment when delivered after normal working hours.

iii. Failure to comply with agreed upon delivery times may subject contractor to liquidated damages and/or other damages.

iv. The acceptance of late delivery does not constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by contractor.

v. The contractor must make all deliveries to the receiving dock located at 2600 North 20th Ave

Pasco, WA 99301 unless otherwise indicated in the contract or purchase order.

vi. The contractor is responsible for verifying delivery conditions/requirements with CBC prior to the delivery. Contact information for the receiving warehouse operator is listed above in section two(2) of this document.

vii. When applicable, the contractor must take all necessary actions to safeguard items during inclement weather.

viii. All invoices, packing lists, shipping labels, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this contract shall be identified by the applicable CBC purchase order or contract number. Packing lists shall be enclosed with each and every box or package shipped and clearly identify all contents and any backorders. Shipments received without order numbers may be refused, at the Contractor’s expense.

ix. The contractor must not initiate performance prior to receipt of written or verbal authorization from CBC. Expenses incurred otherwise will be borne solely by the contractor.

b. Receipt of Goods:

i. Inspection and Rejection: The Purchaser’s or Warehouse inspection of all materials and equipment upon delivery is for the sole purpose of identification. Such inspection shall not be construed as final acceptance of the materials or equipment if materials or equipment do not conform to contractual requirements. If there are any apparent defects in the materials or equipment at the time of delivery, the

Purchaser or Warehouse Specialist will promptly notify the Contractor thereof. Without limiting any other rights, the Purchaser, Warehouse Specialist, and/or the state at its option, may require the Contractor to:

a. Repair or replace, at Contractor’s expense, any or all of the damaged goods.

b. Refund the price of any or all of the damaged goods, or

c. Accept the return of any or all of the damaged goods.

Alternatively and at CBC’s option, any possible damage to the product may be noted on the receiving report and the cost deducted from final payment.

ii. Acceptance: Acceptance shall be as specified in the contract or purchase order. In the event that there is a formal acceptance-testing period required in the solicitation document or contract then acceptance is formalized in writing. If there is no acceptance-testing period required, acceptance occurs after the products are received and passed inspected by the department or end user (not the warehouse specialist).

iii. Rejection: All goods or materials purchased herein are subject to approval by CBC. Any rejection of goods or material resulting from nonconformity to the terms, conditions, or specifications of this Contract, whether held by CBC or returned, will be at the Contractor’s risk and expense.

c. Shipping and risk of loss:

Unless otherwise instructed, all goods are to be shipped prepaid, FOB Destination, as defined in RCW Title 62A.

Where specific authorization is granted to ship goods FOB Shipping Point, the Contractor agrees to prepay all shipping charges, to route cheapest common carrier, and to bill CBC as a separate item on the invoice for the charges. CBC reserves the right to refuse COD shipments. Regardless of FOB point, the Contractor agrees to bear all risks of loss, injury, or destruction of goods and materials ordered herein that occur prior to delivery, and such loss, injury, or destruction shall not release the Contractor from any obligation hereunder.

d. Site security:

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

e. Installation:

When applicable, installation shall be performed in a professional manner in accordance with industry standard best practices. The premises shall be left in a neat, clean, and undamaged condition. CBC reserves the right to require contractor to repair any damage caused during installation or provide full compensation as determined by

f. Title to product (if applicable):

Upon delivery or acceptance, whichever is applicable, contractor shall convey to CBC good title to the goods free and clear of all liens, pledges, mortgages, encumbrances, or

g. Labeling:

Individual shipping cartons shall be labeled with the order number, contract number (if applicable), and name of contractor. Where applicable, date of manufacture, batch number, storage requirements, conditions and recommended shelf life shall also be included.

h. Hazardous Materials: Consistent with WAC 296-839, all manufacturers and distributors of hazardous substances, including any of the items listed in this contract, must include a complete material safety data sheet (MSDS) or Safety Data Sheet (SDS) for each hazardous material. Additionally, each container of hazardous material must be appropriately labeled with:

• The identity of the hazardous material,

• Appropriate hazardous warnings, and

• Name and address of the chemical manufacturer, importer or other responsible party.

Appropriate fines may be levied by Labor and Industries against employers for noncompliance and CBC may withhold payment pending receipt of a legible copy of the MSDS or SDS. It should be noted that OSHA Form 20 is not acceptable in lieu of this requirement unless it is modified to include appropriate information relative to “carcinogenic ingredients” and “routes of entry” of the product(s) in question.

i. Mercury content and Preference:

Contractor shall provide mercury-free products when available. Should mercury-free products not exist, contractors shall provide products with the lowest mercury content available in meeting performance requirements.

Contractor shall disclose products that contain added mercury and provide an explanation that includes the amount or concentration of mercury, and justification as to why added mercury is necessary for the function or performance of the product. The contractor is to provide any existing technical data pertaining to the addition of mercury or a mercury compound intentionally added to the product.

Contractor shall maintain compliance with these requirements throughout the life of this contract. CBC reserves the right to require receipt of proof of compliance within 10 calendar days from the date of request, and to terminate this contract as a material breach for noncompliance.

19. ENTIRE AGREEMENT: This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this agreement shall be deemed to exist or to bind any of the parties hereto.

20. FEDERAL FUNDING (IF APPLICABLE): In the event that a federally funded acquisition results from this procurement, the contractor may be required to provide additional information (free of charge) at the request of CBC. Further, the contractor may be subject to those federal requirements specific to the commodity.

21. FEDERAL DEBARMENT AND SUSPENSION (IF APPLICABLE): The contractor certifies that neither it nor its “principals” (as defined in 49 CFR. 29.105 (p) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See www.sam.gov for more details)

22. FORCE MAJEURE: Neither the Contractor nor CBC shall be liable for damages arising from causes beyond the reasonable control and without the fault or negligence of either the Contractor or CBC. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of a governmental body other than CBC acting in either its sovereign or contractual capacity, war, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the delays must be beyond the reasonable control and without fault or negligence of the Contractor, CBC, or their respective Subcontractors.

23. FULL TIME AND ATTENTION: All Contractors and service providers shall devote their full time and attention to CBC while on premises and performing services.

24. GIFT AND GRATUITIES: Contractor shall comply with all state laws regarding gifts and gratuities, including but not limited to: RCW 39.26 , RCW 42.52.150, RCW 42.52.160, and RCW 42.52.170 under which it is unlawful for any person to directly or indirectly offer, give or accept gifts, gratuities, loans, trips, favors, special discounts, services, or anything of economic value in conjunction with state business or contract activities.

Under RCW 39.26 and the Ethics in Public Service Law, Chapter 42.52 RCW, state officers and employees are prohibited from receiving, accepting, taking or seeking gifts (except as permitted by RCW 42.52.150) if the officer or employee participates in contractual matters relating to the purchase of goods or services.

25. GOVERNING LAW: This Contract shall be interpreted in accordance with the laws of the State of Washington, and http://apps.leg.wa.gov/RCW/default.aspx?cite=39.26 http://apps.leg.wa.gov/RCW/default.aspx?cite=42.52.150 http://apps.leg.wa.gov/RCW/default.aspx?cite=42.52.160 http://apps.leg.wa.gov/RCW/default.aspx?cite=42.52.170 http://apps.leg.wa.gov/RCW/default.aspx?cite=39.26 http://apps.leg.wa.gov/RCW/default.aspx?cite=42.52 http://apps.leg.wa.gov/RCW/default.aspx?cite=42.52.150 the venue of any action brought hereunder shall be in the Superior Court for Franklin County.

26. HOLD HARMLESS: Each party to this Agreement shall be responsible for its own acts and/or omissions and those of its officers, employees and agents in the performance of this Agreement. No party to this Agreement shall be responsible for the acts and omissions of those entities or individuals not a party to this Agreement.

27. HOURS OF LABOR: In compliance with RCW 49.28, contractor agrees that no worker, laborer, or mechanic in the employ of the contractor or subcontractor shall be permitted or required to work more than eight hours in any one calendar day, or 40 hours in any one calendar week. However, in cases of extraordinary emergency such as danger to life or property, the hours of work may be extended but in such cases the rate of pay for time employed in excess of the above shall be at the prevailing overtime rate of pay. Except, contracts will not require the payment of overtime rates for the first two hours worked in excess of eight hours per day when the employer has obtained the employee’s agreement (as defined in WAC 296-127-022) to work a four-day, ten-hour work week.

28. INDEMNIFICATION: To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless CBC, the Board of Trustees of Columbia Basin College, and their officers, employees, students and agents, from and against all claims for damages, costs (including attorney’s fees), or liability, relating to the death or injury to any persons or the damage of any property resulting from or arising out of the acts or omissions of the Contractor or its employees, agents, or subcontractors in connection with this Contract.

The Contractor expressly agrees to indemnify, defend, and hold harmless CBC for any claim arising out of or incident to the Contractor’s or any…