AG 20-055 - State of WA Commerce Department RETURN TO EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: ,7'�- �--T ■ /C At y
2. ORIGINATING STAFF PERSON: p [.- t� EXT: 4�' DATE REQ.BY:.
4. TYPE OF DOCUMENT(CHECK ONE): a
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
CI CONTRACT AMEN DMENT(AG#): ❑ INTIUZLOCAL
OTHER CO C "� VQ r 5 �+ (,tee, ,do E. ...'► �^t, t!"`-Zatrf t�e'�,+ .C' ,
5. PROJECT NAME: h r` -i-f-e-
E-MAIL:1<f ACTOR:
CTOR6. NAME OF CONTR �
ADDRESS: PC� . TELEPHONE 360
2''
ec C', r4
i.V 4y FAX:
SIGNATURE NAME: T)I1tW-f- �y``<'jv'` _ TITLE� ��,�7 i1lt G' '' - 'L•
7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENS S ❑ PRIOR CONTRACT/AMENDMENTS t
'A
8. TERM: COMMENCEMENT DATE: L `2 ( �~j COMPLETION DATE:
9. TOTAL COMPEN SAT[ON$ I ! -"` (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSEAYES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ 1 S C-'
IS SALES TAX OWED ®YES *0 IF YES,$ PAID BY:❑CONTRACTOR❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAFNAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO:
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: l� �f5
12. CONTRACT SIGNATURE ROUTING `�
❑ SENT TO VENDOWCONTRACTOR DATE SENT: 1 oZv DATE REC'D: S o
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL/DATE SIGNED
❑ DEI'ARTMENT
GN,tiFORY(MAYOR OR DIRECTOR) +J
❑ CITY CLERIC
❑ ASSIGNED AG# AG
❑ SIGNED COPY RETURNED DATE SENT:
COMMENTS:
212017
Am
qV Department of Commerce
Services Contract with
City of Federal Way
Through
Community Economic Opportunities Unit
For
Pilot Program to support and supplement after-school
educational and recreational activities to provide a
safe environment for local community youth
Start date: July, 1, 2019
THIS PAGE INTENTIONALLY LEFT BLANK
S20-32102-01 2
Table of Contents
Special Terms and Conditions........................................................................................1
FaceSheet............................................................................................................1
1. Contract Management.............................................................................2
2. Compensation.................................................•........................................2
3. Billing Procedures and Payment..............................................................2
4. Subcontractor Data Collection..................................................................3
5. Insurance.................................................................................................3
6. Order of Precedence................................................................................3
General Terms and Conditions .......................................................................................4
1. Definitions................................................................................................4
2. Access to Data ........................................................................................4
3. Advance Payments Prohibited.................................................................4
4. All Writings Contained Herein.............................. ......,........................4
5. Amendments...........................................................................................4
6. Americans With Disabilities Act(ADA).....................................................4
7. Assignment..............................................................................................4
8. Attorneys' Fees........................................................................................4
9. Confidentiality/Safeguarding of Information .............................................5
10. Conflict of Interest....................................................................................5
11. Copyright.................................................................................................5
12. Disputes ...................................................................... ...............6
13. Duplicate Payment...................................................................................6
14. Governing Law and Venue.................................................................. E
15. Indemnification ........................................................................................7
16. Independent Capacity of the Contractor...................................................7
17. Industrial Insurance Coverage.................................................................7
18. Laws........................................................................................................7
19. Licensing,Accreditation and Registration................................................7
20. Limitation of Authority..............................................................................7
21. Noncompliance With Nondiscrimination Laws..........................................7
22. Pay Equity...............................................................................................8
23. Political Activities.... ................. .-.--................----.....................................8
24. Publicity...................................................................................................8
25. Recapture................................................................................................8
26. Records Maintenance..............................................................................8
27. Registration With Department of Revenue...............................................9
28. Right of Inspection................................................•----..................9
29. Savings....................................................................................................9
30. Severability..............................................................................................9
31. Site Security............................................................................................9
32. Subcontracting.......................... --.------.....................................................9
33. Survival....................................................................................................9
34. Taxes ...............................................---....................................................9
35. Termination for Cause...........................................................................10
36. Termination for Convenience.................................................................10
37. Termination Procedures ........................................................................10
38. Treatment of Assets...............................................................................11
39. Waiver.................. ..................................................... ............. ............11
AttachmentA, Scope of Work.......................................................................................12
AttachmentB, Budget.................................................................................. ......13
S20-32102-01 ii
FACE SHEET
Contract Number: S20-32102-01
Washington State Department of Commerce
Community Services&Housing Division
Community Economic Opportunities Unit
2.Contractor Doing Business As(optional)
1.Contractor
City of Federal Way
Community Services
33325 8"Avenue South
Federal Way,WA 98003
3.Contractor Representative 4.COMMERCE Representative
Sarah Bridgeford Karen Dunn PO Box 42525
City of Federal Way—Community Services Program Manager 9011 Plum Street SE
253-835-2420 360-725-2822 Olympia,WA 98504-2525
Sarah.Bridgeford@cityoffederalway.com Karen.Dunn@Commerce.W A.Gov
5.Contract Amount 6.Funding Source 7.Start Date 8.End Date
$142,500 Federal: ❑ State:® Other: ❑ N/A: ❑ 7/1/19 6/30/21
9.Federal Funds(as applicable) Federal Agency: CFDA Number
1 N/A N/A N/A
10.Tax ID# 11.SWV# 12.UBI# 13.DUNS#
91-1462550 SWV001597-00 601-223-538 61-250-9901
14.Contract Purpose
Funds will be used to support and supplement additional after-school recreational and educational programs to provide a safe
environment for community youth.
Contractor is approved to spend per each State Fiscal Year as follows:
SFY20: $71.250(7/1/19—6/30/20) / SFY21: $71,250(7/1/20—6/30/21)
COMMERCE,defined as the Department of Commerce,and the Contractor,as defined above,acknowledge and accept the terms
of this Contract and attachments and have executed this Contract on the date below to start as of the date and year referenced above.
The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents
incorporated by reference: Contractor Terms and Conditions including Attachment"A"—Scope of Work,Attachment`B"—
Budget.
FOR CONTRACTOR FOR COMMERCE
-rt title Diane KlonizjAssiktint Director
Conu uryily Services and Housing Division
Date Date {
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
S20-32102-01
FACE SHEET
Contract Number: S20-32102-01
Washington State Department of Commerce
Community Services& Housing Division
Community Economic Opportunities Unit
2.Contractor Doing Business As(optional)
1.Contractor
City of Federal Way
Community Services
33325 8'Avenue South
Federal Way,WA 98003
3.Contractor Representative 4.COMMERCE Representative
Sarah Bridgeford Karen Dunn PO Box 42525
City of Federal Way—Community Services Program Manager 9011 Plum Street SE
253-835-2420 360-725-2822 Olympia,WA 98504-2525
Sarah.Bridgeford@cityoffederalway.com Karen.Dunn@Commerce.WA.Gov
5.Contract Amount 6.Funding Source 7.Start Date 8.End Date
$142,500 Federal: ❑ State: ® Other: ❑ N/A: ❑ 7/1/19 6/30/21
9.Federal Funds(as applicable) Federal Agency: CFDA Number
N/A N/A N/A
10.Tax ID# 11.SWV# 12.UBI# 13.DUNS#
91-1462550 SWV001597-00 601-223-538 61-250-9901
14.Contract Purpose
Funds will be used to support and supplement additional after-school recreational and educational programs to provide a safe
environment for community youth.
Contractor is approved to spend per each State Fiscal Year as follows:
SFY20: $71,250(7/1/19—6/30/20) / SFY21: $71,250(7/1/20—6/30/21)
COMMERCE,defined as the Department of Commerce,and the Contractor,as defined above,acknowledge and accept the terms
of this Contract and attachments and have executed this Contract on the date below to start as of the date and year referenced above.
The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents
incorporated by reference: Contractor Terms and Conditions including Attachment"A"—Scope of Work,Attachment`B"—
Budget.
FOR CONTRACTOR FOR COMMERCE
title Diane Klontz,Assistant Director
Date Date
APPROVED AS TO FORM ONLY
BY ASSISTANT ATTORNEY GENERAL
APPROVAL ON FILE
S20-32102-01 1
SPECIAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
1. CONTRACT MANAGEMENT
The Representative 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 Representative for COMMERCE and their contact information are identified on the Face
Sheet of this Contract.
The Representative for the Contractor and their contact information are identified on the Face
Sheet of this Contract.
2. COMPENSATION
COMMERCE shall pay an amount not to exceed$142,500 for the performance of all things
necessary for or incidental to the performance of work as set forth in the Scope of Work. Contractor is
approved to spend only the indicated amount per fiscal year as identified under Section 14 of the
Contract Face Sheet. Funds cannot be carried over from one state fiscal year into the next.
Contractor's compensation for services rendered shall be based on the following rates or in
accordance with the following terms:
EXPENSES
Contractor shall receive reimbursement for travel and other expenses as identified below or as
authorized in advance by COMMERCE as reimbursable. The maximum amount to be paid to the
Contractor for authorized expenses shall not exceed$142,500, which amount is included in the
Contract total above.
Such expenses may include airfare(economy or coach class only),other transportation expenses,
and lodging and subsistence necessary during periods of required travel. Contractor shall receive
compensation for travel expenses at current state travel reimbursement rates.
3. BILLING PROCEDURES AND PAYMENT
COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly
completed invoices,which shall be submitted to the Representative for COMMERCE.
The invoices shall describe and document,to COMMERCE's satisfaction,a description of the work
performed,the progress of the project,and fees. The invoice shall include the Contract Number S20-
32102-01. If expenses are invoiced, provide a detailed breakdown of each type. A receipt must
accompany any single expenses in the amount of$50.00 or more in order to receive reimbursement.
Payment shall be considered timely if made by COMMERCE within thirty(30)calendar days after
receipt of properly completed invoices. Payment shall be sent to the address designated by the
Contractor.
COMMERCE may, in its sole discretion,terminate the Contract or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or
condition of this Contract.
No payments in advance or in anticipation of services or supplies to be provided under this
Agreement shall be made by COMMERCE.
DUPn 1rerti011 of 13100d COSES
The Contractor shall not bill COMMERCE for services performed under this Agreement,and
COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will
be paid by any other source,including grants,for that service.
Disallowed Costs
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
4. SUBCONTRACTOR DATA COLLECTION
Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as
agreed by the parties, regarding work under this Grant performed by subcontractors and the portion
of Grant funds expended for work performed by subcontractors, including but not necessarily limited
to minority-owned,woman-owned,and veteran-owned business subcontractors. "Subcontractors"
shall mean subcontractors of any tier.
S20-32102-01 2
SPECIAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
5. 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 any loss, or negligent or intentional act or omission of the Contractor or
Subcontractor,or agents of either, while performing under the terms of this Contract.
The insurance required shall be issued by an insurance company authorized to do business within
the state of Washington. Except for Professional Liability or Errors and Omissions Insurance,the
insurance shall name the state of Washington, its agents, officers, and employees as additional
insureds under the insurance policy.All policies shall be primary to any other valid and collectable
insurance.The Contractor shall provide COMMERCE thirty(30)calendar days'advance notice of any
insurance cancellation, non-renewal or modification.
The Contractor shall submit to COMMERCE within fifteen(15)calendar days of the Contract start
date,a certificate of insurance which outlines the coverage and limits defined in this insurance
section. During the term of the Contract,the Contractor shall submit renewal certificates not less than
thirty(30)calendar days prior to expiration of each policy required under this section.
The Contractor shall provide insurance coverage that shall be maintained in full force and effect
during the term of this Contract, as follows:
Commercial General Liability Insurance Policy. Provide a Commercial General Liability
Insurance Policy, including contractual liability,written on an occurrence basis, 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.
Automobile Liability. In the event that performance pursuant to this Contract involves the use of
vehicles,owned or operated by the Contractor or its Subcontractor,automobile liability insurance
shall be required.The minimum limit for automobile liability is$1,000,000 per occurrence, using a
Combined Single Limit for bodily injury and property damage.
Professional Liability, Errors and Omissions Insurance.The Contractor shall maintain
Professional Liability or Errors and Omissions Insurance. The Contractor shall maintain minimum
limits of no less than $1,000,000 per occurrence to cover all activities by the Contractor and
licensed staff employed or under contract to the Contractor.The state of Washington, its agents,
officers,and employees need not be named as additional insureds under this policy.
Fidelity Insurance. Every officer,director, employee,or agent who is authorized to act on behalf
of the Contractor for the purpose of receiving or depositing funds into program accounts or
issuing financial documents, checks,or other instruments of payment for program costs shall be
insured to provide protection against loss:
A. The amount of fidelity coverage secured pursuant to this Contract shall be$100,000 or the
highest of planned reimbursement for the Contract period, whichever is lowest. Fidelity
insurance secured pursuant to this paragraph shall name COMMERCE as beneficiary.
B. Subcontractors that receive$10,000 or more per year in funding through this Contract shall
secure fidelity insurance as noted above. Fidelity insurance secured by Subcontractors
pursuant to this paragraph shall name the Contractor as beneficiary.
C. The Contractor shall provide, at COMMERCE's request, copies of insurance instruments or
certifications from the insurance issuing agency. The copies or certifications shall show the
insurance coverage,the designated beneficiary,who is covered,the amounts,the period of
coverage,and that COMMERCE will be provided thirty(30)days'advance written notice of
cancellation.
6. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract,the inconsistency shall be resolved by giving
precedence in the following order:
• Applicable federal and state of Washington statutes and regulations
• Special Terms and Conditions
• General Terms and Conditions
• Attachment A—Scope of Work
4 Attachment B—Budget
S20-32102-01 3
GENERAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
1. DEFINITIONS
As used throughout this Contract,the following terms shall have the meaning set forth below:
A. "Authorized Representative"shall mean the Director and/or the designee authorized in writing to
act on the Director's behalf.
B. "COMMERCE"shall mean the Department of Commerce.
C. "Contract"or"Agreement"means the entire written agreement between COMMERCE and the
Contractor, including any Exhibits, documents, or materials incorporated by reference. E-mail or
Facsimile transmission of a signed copy of this contract shall be the same as delivery of an
original.
D. "Contractor"shall mean the entity identified on the face sheet performing service(s)under this
Contract, and shall include all employees and agents of the Contractor.
E. "Personal Information"shall mean 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.
F. "State"shall mean the state of Washington.
G. "Subcontractor"shall mean one not in the employment of the Contractor,who is performing all or
part of those services under this Contract under a separate contract with the Contractor. The
terms"subcontractor"and"subcontractors"mean subcontractor(s) in any tier.
2. ACCESS TO DATA
In compliance with RCW 39.26.180, the Contractor shall provide access to data generated under this
Contract to COMMERCE,the Joint Legislative Audit and Review Committee,and the Office of 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 the
methodology for those models.
3. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this Contract
shall be made by COMMERCE.
4. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to
exist or to bind any of the parties hereto.
5. AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
6. AMERICANS WITH DISABILITIES ACT(ADA)OF 1990. PUBLIC LAW 101-336, also referred to as
the"ADA"28 CFR Part 35
The Contractor must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and local
government services,and telecommunications.
7. ASSIGNMENT
Neither this Contract,nor any claim arising under this Contract, shall be transferred or assigned by
the Contractor without prior written consent of COMMERCE.
8. ATTORNEYS' FEES
Unless expressly permitted under another provision of the Contract, in the event of litigation or other
action brought to enforce Contract terms,each party agrees to bear its own attorneys'fees and costs.
S20-32102-01 4
GENERAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information"as used in this section includes:
1. All material provided to the Contractor by COMMERCE that is designated as"confidential"
by COMMERCE;
2. All material produced by the Contractor that is designated as"confidential"by COMMERCE;
and
3. All personal information in the possession of the Contractor that may not be disclosed under
state or federal law."Personal information"includes but is not limited to information related to
a person's name, health,finances,education, business, use of government services,
addresses,telephone numbers, social security number, driver's license number and other
identifying numbers, and"Protected Health Information" under the federal Health Insurance
Portability and Accountability Act of 1996(HIPAA).
B. The Contractor shall comply with all state and federal laws related to the use, sharing,transfer,
sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information
solely for the purposes of this Contract and shall not use,share,transfer,sell or disclose any
Confidential Information to any third party except with the prior written consent of COMMERCE or
as may be required by law. The Contractor shall take all necessary steps to assure that
Confidential Information is safeguarded to prevent unauthorized use, sharing,transfer, sale or
disclosure of Confidential Information or violation of any state or federal laws related thereto.
Upon request,the Contractor shall provide COMMERCE with its policies and procedures on
confidentiality. COMMERCE may require changes to such policies and procedures as they apply
to this Contract whenever COMMERCE reasonably determines that changes are necessary to
prevent unauthorized disclosures. The Contractor shall make the changes within the time period
specified by COMMERCE. Upon request,the Contractor shall immediately return to
COMMERCE any Confidential Information that COMMERCE reasonably determines has not
been adequately protected by the Contractor against unauthorized disclosure.
C. Unauthorized Use or Disclosure.The Contractor shall notify COMMERCE within five(5)working
days of any unauthorized use or disclosure of any confidential information, and shall take
necessary steps to mitigate the harmful effects of such use or disclosure.
10. CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE
may, in its sole discretion, by written notice to the CONTRACTOR terminate this contract if it is found
after due notice and examination by COMMERCE that there is a violation of the Ethics in Public
Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the
CONTRACTOR in the procurement of, or performance under this contract.
Specific restrictions apply to contracting with current or former state employees pursuant to chapter
42.52 of the Revised Code of Washington.The CONTRACTOR and their subcontractor(s)must
identify any person employed in any capacity by the state of Washington that worked with the
COMMERCE program executing this Contract, including but not limited to formulating or drafting the
legislation, participating in grant procurement planning and execution, awarding grants, and
monitoring grants, during the 24-month period preceding the start date of this Contract. Identify the
individual by name,the agency previously or currently employed by,job title or position held, and
separation date. If it is determined by COMMERCE that a conflict of interest exists,the
CONTRACTOR may be disqualified from further consideration for the award of a Contract.
In the event this contract is terminated as provided above,COMMERCE shall be entitled to pursue
the same remedies against the CONTRACTOR as it could pursue in the event of a breach of the
contract by the CONTRACTOR. The rights and remedies of COMMERCE provided for in this clause
shall not be exclusive and are in addition to any other rights and remedies provided by law. The
existence of facts upon which COMMERCE makes any determination under this clause shall be an
issue and may be reviewed as provided in the"Disputes"clause of this contract.
11. COPYRIGHT
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 COMMERCE. COMMERCE shall
be considered the author of such Materials. In the event the Materials are not considered"works for
S20-32102-01 5
GENERAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
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, moral rights,and rights of publicity to
COMMERCE effective from the moment of creation of such Materials.
"Materials"means all items in any format and includes, but is not limited to,data, reports,documents,
pamphlets, advertisements, books, magazines, surveys, studies,computer programs,films,tapes,
and/or sound reproductions. "Ownership"includes the right to copyright, patent, register and the
ability to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
produced under the Contract,the Contractor hereby grants to COMMERCE a nonexclusive, royalty-
free, irrevocable license(with rights to sublicense to 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 COMMERCE.
The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
Materials furnished under this Contract, of all known or potential invasions of privacy contained
therein and of any portion of such document which was not produced in the performance of this
Contract. The Contractor shall provide COMMERCE with prompt written notice of each notice or
claim of infringement received by the Contractor with respect to any Materials delivered under this
Contract. COMMERCE shall have the right to modify or remove any restrictive markings placed upon
the Materials by the Contractor.
12. DISPUTES
Except as otherwise provided in this Contract, when a dispute arises between the parties and it
cannot be resolved by direct negotiation,either party may request a dispute hearing with the Director
of COMMERCE, who may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
• be in writing;
■ state the disputed issues;
• state the relative positions of the parties;
• state the Contractor's name, address,and Contract number;and
• be mailed to the Director and the other party's(respondent's)Contract Representative within
three(3)working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Director or the
Director's designee and the requestor within five(5)working days.
The Director or designee shall review the written statements and reply in writing to both parties within
ten(10)working days.The Director or designee may extend this period if necessary by notifying the
parties.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
tribunal.
Nothing in this Contract shall be construed to limit the parties'choice of a mutually acceptable
alternate dispute resolution (ADR)method in addition to the dispute hearing procedure outlined
above.
13. DUPLICATE PAYMENT
COMMERCE shall not pay the Contractor, if the Contractor has charged or will charge the State of
Washington or any other party under any other contract or agreement,for the same services or
expenses.
14. GOVERNING LAW AND VENUE
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.
S20-32102-01 6
GENERAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
15. INDEMNIFICATION
To the fullest extent permitted by law,the Contractor shall indemnify, defend, and hold harmless the
state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of
the state,from and against all claims for injuries or death arising out of or resulting from the
performance of the contract. "Claim"as used in this contract,means any financial loss,claim, suit,
action,damage, or expense,including but not limited to attorney's fees,attributable for bodily injury,
sickness, disease,or death, or injury to or the destruction of tangible property including loss of use
resulting therefrom.
The Contractor's obligation to indemnify, defend, and hold harmless includes any claim by
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 Contractor's or any subcontractor's performance or failure to perform the
contract. Contractor's obligation to indemnify, defend, and hold harmless the State shall not be
eliminated or reduced by any actual or alleged concurrent negligence of State or its agents,agencies,
employees and officials.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless the state and its agencies, officers, agents or employees.
16. INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Contract. The
Contractor and its employees or agents performing under this Contract are not employees or agents
of the state of Washington or COMMERCE. The Contractor will not hold itself out as or claim to be
an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the
Contractor make any claim of right, privilege or benefit which would accrue to such officer or
employee under law. Conduct and control of the work will be solely with the Contractor.
17. INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable 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, COMMERCE may collect from the Contractor the
full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount
owed by the Contractor to the accident fund from the amount payable to the Contractor by
COMMERCE 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.
18. LAWS
The Contractor shall comply with all applicable laws,ordinances, codes, regulations and policies of
local,state, and federal governments,as now or hereafter amended.
19. LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
20. LIMITATION OF AUTHORITY
Only the Authorized Representative or the Authorized Representative's delegate by writing
(delegation to be made prior to action)shall have the express, implied,or apparent authority to alter,
amend,modify,or waive any clause or condition of this Contract. Furthermore,any alteration,
amendment,modification,or waiver or any clause or condition of this contract is not effective or
binding unless made in writing and signed by the Authorized Representative.
21. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Contract,the Contractor shall comply with all federal,state,and local
nondiscrimination laws,regulations and policies. In the event of the Contractor's non-compliance or
refusal to comply with any nondiscrimination law,regulation or policy,this Contract may be rescinded,
canceled or terminated in whole or in part,and the Contractor may be declared ineligible for further
contracts with COMMERCE. The Contractor shall,however, be given a reasonable time in which to
S20-32102-01 7
GENERAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
cure this noncompliance. Any dispute may be resolved in accordance with the"Disputes"procedure
set forth herein.
22. PAY EQUITY
The Contractor agrees to ensure that"similarly employed"individuals in its workforce are
compensated as equals, consistent with the following:
a. Employees are"similarly employed"if the individuals work for the same employer,the
performance of the job requires comparable skill, effort,and responsibility, and the jobs are
performed under similar working conditions. Job titles alone are not determinative of whether
employees are similarly employed;
b. Contractor may allow differentials in compensation for its workers if the differentials are
based in good faith and on any of the following:
(i)A seniority system; a merit system; a system that measures earnings by quantity or
quality of production;a bona fide job-related factor or factors; or a bona fide regional
difference in compensation levels.
(ii)A bona fide job-related factor or factors may include, but not be limited to, education,
training, or experience that is: Consistent with business necessity; not based on or
derived from a gender-based differential;and accounts for the entire differential.
(iii)A bona fide regional difference in compensation level must be: Consistent with
business necessity; not based on or derived from a gender-based differential; and
account for the entire differential.
This Contract may be terminated by the Department, if the Department or the Department of
Enterprise services determines that the Contractor is not in compliance with this provision.
23. POLITICAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances
and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508.
No funds may be used for working for or against ballot measures or for or against the candidacy of
any person for public office.
24. PUBLICITY
The Contractor agrees not to publish or use any advertising or publicity materials in which the state of
Washington or COMMERCE's name is mentioned, or language used from which the connection with
the state of Washington's or COMMERCE's name may reasonably be inferred or implied,without the
prior written consent of COMMERCE.
25. RECAPTURE
In the event that the Contractor fails to perform this Contract in accordance with state laws,federal
laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an
amount to compensate COMMERCE for the noncompliance in addition to any other remedies
available at law or in equity.
Repayment by the Contractor of funds under this recapture provision shall occur within the time
period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from
payments due under this Contract.
26. RECORDS MAINTENANCE
The Contractor shall maintain books, records, documents, data and other evidence relating to this
contract and performance of the services described herein, including but not limited to accounting
procedures and practices that sufficiently and properly reflect all direct and indirect costs of any
nature expended in the performance of this contract.
The Contractor shall retain such records for a period of six years following the date of final payment.
At no additional cost,these records, including materials generated under the contract,shall be
subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly
authorized by COMMERCE,the Office of the State Auditor, and federal and state officials so
authorized by law, regulation or agreement.
S20-32102-01 8
GENERAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
If any litigation, claim or audit is started before the expiration of the six(6)year period,the records
shall be retained until all litigation, claims, or audit findings involving the records have been resolved.
27. REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law,the Contractor shall complete registration with the Washington State Department of
Revenue.
28. RIGHT OF INSPECTION
The Contractor shall provide right of access to its facilities to COMMERCE, or any of its officers, or to
any other authorized agent or official of the state of Washington or the federal government, at all
reasonable times, in order to monitor and evaluate performance,compliance,and/or quality assurance
under this contract.
29. SAVINGS
In the event funding from state,federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or
terminate the Contract under the"Termination for Convenience"clause,without the ten calendar day
notice requirement. In lieu of termination,the Contract may be amended to reflect the new funding
limitations and conditions.
30. SEVERABILITY
The provisions of this contract are intended to be severable. If any term or provision is illegal or
invalid for any reason whatsoever,such illegality or invalidity shall not affect the validity of the
remainder of the contract.
31. SITE SECURITY
While on COMMERCE premises, Contractor, its agents, employees, or subcontractors shall conform
in all respects with physical,fire or other security policies or regulations.
32. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior
written approval of COMMERCE.
If COMMERCE approves subcontracting,the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause,
COMMERCE in writing may:(a)require the Contractor to amend its subcontracting procedures as
they relate to this Contract; (b)prohibit the Contractor from subcontracting with a particular person or
entity;or(c)require the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract.The
Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term
or condition of this Contract.The Contractor shall appropriately monitor the activities of the
Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a
subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach
in the performance of the Contractor's duties.
Every subcontract shall include a term that COMMERCE and the State of Washington are not liable
for claims or damages arising from a Subcontractor's performance of the subcontract.
33. SURVIVAL
The terms,conditions,and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance,cancellation or termination of this Contract
shall so survive.
34. TAXES
All payments accrued on account of payroll taxes, unemployment contributions,the Contractor's
income or gross receipts,any other taxes, insurance or expenses for the Contractor or its staff shall
be the sole responsibility of the Contractor.
S20-32102-01 9
GENERAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
35. TERMINATION FOR CAUSE
In the event COMMERCE determines the Contractor has failed to comply with the conditions of this
contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before
suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need
to take corrective action. If corrective action is not taken within 30 calendar days,the contract may be
terminated or suspended.
In the event of termination or suspension,the Contractor shall be liable for damages as authorized by
law including, but not limited to, any cost difference between the original contract and the
replacement or cover contract and all administrative costs directly related to the replacement contract,
e.g.,cost of the competitive bidding, mailing, advertising and staff time.
COMMERCE reserves the right to suspend all or part of the contract,withhold further payments, or
prohibit the Contractor from incurring,additional obligations of funds during investigation of the alleged
compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to
terminate the contract. A termination shall be deemed a"Termination for Convenience"if it is
determined that the Contractor:(1)was not in default; or(2)failure to perform was outside of his or
her control,fault or negligence.
The rights and remedies of COMMERCE provided in this contract are not exclusive and are, in
addition to any other rights and remedies, provided by law.
36. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract,COMMERCE may, by ten(10)business days written
notice, beginning on the second day after the mailing,terminate this Contract, in whole or in part. If
this Contract is so terminated,COMMERCE shall be liable only for payment required under the terms
of this Contract for services rendered or goods delivered prior to the effective date of termination.
37. TERMINATION PROCEDURES
Upon termination of this contract,COMMERCE, in addition to any other rights provided in this contract,
may require the Contractor to deliver to COMMERCE any property specifically produced or acquired
for the performance of such part of this contract as has been terminated. The provisions of the
"Treatment of Assets"clause shall apply in such property transfer.
COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and
COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
completed work and services, (iii) other property or services that are accepted by COMMERCE, and
(iv)the protection and preservation of property, unless the termination is for default, in which case the
Authorized Representative shall determine the extent of the liability of the Authorized Representative.
Failure to agree with such determination shall be a dispute within the meaning of the"Disputes"clause
of this contract. COMMERCE may withhold from any amounts due the Contractor such sum as the
Authorized Representative determines to be necessary to protect COMMERCE against potential loss
or liability.
The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative,the Contractor shall:
1. Stop work under the contract on the date, and to the extent specified, in the notice;
2. Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the contract that is not terminated;
3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
Representative, all of the rights, title, and interest of the Contractor under the orders and
subcontracts so terminated, in which case COMMERCE has the right,at its discretion, to settle or
pay any or all claims arising out of the termination of such orders and subcontracts;
4. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent the
Authorized Representative may require, which approval or ratification shall be final for all the
purposes of this clause;
S20-32102-01 10
GENERAL TERMS AND CONDITIONS
SERVICES CONTRACT
STATE FUNDS
5. Transfer title to COMMERCE and deliver in the manner, at the times,and to the extent directed by
the Authorized Representative any property which, if the contract had been completed,would have
been required to be furnished to COMMERCE;
6. Complete performance of such part of the work as shall not have been terminated by the Authorized
Representative; and
7. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this contract, which is in the possession of
the Contractor and in which COMMERCE has or may acquire an interest.
38. TREATMENT OF ASSETS
Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property
furnished by the Contractor,for the cost of which the Contractor is entitled to be reimbursed as a direct
item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such property
by the Contractor. Title to other property,the cost of which is reimbursable to the Contractor under this
contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the
performance of this contract, or(ii)commencement of use of such property in the performance of this
contract, or(iii)reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first
occurs.
A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein
or approved by COMMERCE, be used only for the performance of this contract.
B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results
from the negligence of the Contractor or which results from the failure on the part of the Contractor
to maintain and administer that property in accordance with sound management practices.
C. If any COMMERCE property is lost,destroyed or damaged,the Contractor shall immediately notify
COMMERCE and shall take all reasonable steps to protect the property from further damage.
D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement
upon completion,termination or cancellation of this contract
All reference to the Contractor under this clause shall also include Contractor's employees,
agents or Subcontractors.
39. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless
stated to be such in writing and signed by Authorized Representative of COMMERCE.
S20-32102-01 11
Attachment A
Scope of Work
Funding will provide a safe environment for community youth and incorporate evidenced-based violence
prevention strategies. The pilot will deliver community-based afterschool and year-round programs and
offer learning opportunities to enhance academic performance and skill building for youth.
PROGRAM FOCUS
Partner with local agencies and/or organizations,the pilot will be based upon areas of the highest need in
the community and focus on the following:
• Coordinating and implementing activities to allow youth to learn,develop,connect to and
enhance a specific set of skills.
Employing educational strategies that use active forms of learning and engage students in the
learning process through program activities.
Focusing appropriate time and resources on student instruction and skill development.
Developing clear and explicit learning goals that are understood by program participants in well-
defined and specific terms.
PERFORMANCE DELIVERABLES
By June 30,2021, provide an evaluation/report of evidence based practices to enable parents, educators,
business leaders and policy makers to see the range of positive outcomes associated with participation in
afterschool programs.
Program evaluation should enable the afterschool field understand the elements of quality afterschool
programs,spurring continuous improvements in programs and a growing sophistication of the field.
Program evaluation should demonstrate evidence of the positive impact of after-school programs on
student's academics,attendance,and engagement in learning and behavior.
S20-32101-01 Attachment A(Scope of Work) 12
CL
O °D
O
� m
ro ani
to g
su O o C
... O Ln Ln u1
a� cu Nr I
m
j O IA- -Ln V). vii V�
° c v
c �
m _
° L.
° o O O
J O N N N
U m -Q)
6 L-
c
C Q
C] a)
Ln Ln N Ln
.-00 Otn 14 14
m N H
m E ryj w
m 0 E l7 l7
E v E m m m v > >
Q1 V J L '++ C a1 m m
O �+ w ++ G oC of
7- O Z O N m > O w
E z z > a vi u 0 V
+s on O o v ,� >
LL O GJ c V) o -C u ' Q oC
.a u w e n w
pOp >d m d w^ c z O
+. Z
7 cu > C . Q d0 OU Q
m o ++ o p ° ° a m m of
Q H a LA; L i' O
o U c J O
w Z a y o c07
CD w � v ar
c ; t F-
m N -6 = M c ± vi °a
y O +, GAJ c oo y c
Q v c cn m " c ;, M
M -o �
> O v ° m .r
3 a u u
Zn N
0 0 0 O C m
CL L L •in •—
0 +•' > 7 a
OL t 0 u j p m
N O o u
M 4�
M
c 4o d
v > o a
° c +j
0
>• m � v cE
m c 0 o 'i o
LL
am O L
0 O `� a m X v
O
at
3 OL 3 c 01 o m
D Q E �o v v 3 c m
N O C .� N w W E Ln C
++ w O U C N N
cc w
oo .ac F- m W c c Q N ? U +�+ Ou :g
a c u Oo v�
41 m 0 Z m m z co y c a c ° G Q
Z Ln o0 0 N H m kn ++ U
0o a a y o w
a c C m to 0 u C m C L Q
U O V N d ++ Z O
.a �n E a V) LL N l7 O o: Ft > O
yL� a p M
al vs m `� _ _ > • o
C vii O. — — — — Vl