Sample Service Contract

DNR CONTRACT # Enter contract number PAGE 1 OF 30

TEMPLATE DATE: 23.01.24

STATE OF WASHINGTON

DEPARTMENT OF NATURAL RESOURCES (DNR)

CONTRACT NO. Enter contract number

PI: Enter Program Index

Funding Source: Select One

Grant Funded: ☐ Yes ☐ No

OMWBE: ☐ Small Business ☐ Veteran Owned ☐ Not Applicable

Procurement method (select one): ☐ DES Statewide Contract Enter DES Statewide

Contract # ☐ Direct Buy, ☐ Solicitation (Enter Solicitation Type & Number), ☐ Sole

Source, ☐ Exempt, ☐ Emergency

This Contract is made and entered into by and between the state of Washington, Department

of Natural Resources, hereinafter referred to as the "AGENCY/DNR", and the below named

firm, hereinafter referred to as “CONTRACTOR.”

Enter Contractor Name

Enter Contractor Address

Enter City, State Zip Code

Phone: Enter Contractor Phone Number

FAX: Enter Contractor Fax Number

Email: Enter Contractor Email

WA State UBI Number: Enter UBI Number

Federal Taxpayer Identification Number: Enter Tax ID Number

Statewide Vendor # (SWV): Enter SWV #

1. PURPOSE

The purpose of this contract is to Enter detailed description of the contract purpose.

Commented [BH1]: GUIDANCE

Please DO NOT delete any sections unless instructed so in the

comments. If a section does not apply, add language “not applicable

to this contract”.

Commented [SL(2]: GUIDANCE

Please refer to the How do I request Contract Numbers and Contract

Review on DNR’s Contracts SharePoint Site for additional

information.

Commented [CJ(3]: GUIDANCE

If this contract is funded by any granting source, see Order of

Precedence and Funding Source.

Commented [HB(4]: GUIDANCE

If vendor is asserting they are a small or veteran owned business,

check their status here: 1) Office of Minority and Women’s Business

Enterprises (OMWBE) Directory of Certified Firms, 2) DES’

Washington Electronic Business Solution (WEBS), or 3) DES

Statewide Contract List. Then, check the appropriate box on the

contract.

Commented [SP(5]: ACTION:

Check procurement method. For Solicitation enter type (i.e. RFP,

RFQQ, IFB), and the solicitation number.

Commented [SL(6]: GUIDANCE

The terms and conditions included are general terms and conditions

typically used in state service contracts. You may need to include

other terms that apply for specific contracts. For example, federal

terms required when using federal funds are not included. If specific

federal terms are required in a contract, you should add those before

using this document.

Please refer to the DNR Contract Checklist on DNR’s Contracts

SharePoint Site for addition assistance.

Commented [HB(7]: ACTION:

Add SWV# (the number that allows the contractor to get paid by

DNR).

See OFM site: https://ofm.wa.gov/it-systems/accounting-

systems/statewide-vendorpayee-services/statewide-vendor-number-

lookup

If there is no SWV #, direct your vendor to DES’ website that will

guide them on how to get set up with an SWV # (this allows them to

get paid): https://des.wa.gov/sell/how-work-state

DNR CONTRACT # Enter contract number PAGE 2 OF 30

TEMPLATE DATE: 23.02.23

2. SCOPE OF WORK

A. Exhibit A, attached hereto and incorporated by reference, contains the General Terms

and Conditions governing work to be performed under this contract, the nature of the

working relationship between the AGENCY and the CONTRACTOR, and specific

obligations of both parties.

B. The CONTRACTOR will provide services and staff, and otherwise do all things

necessary for or incidental to the performance of work, as set forth below:

Option 1: Identify all tasks, work elements and objectives of the contract, and timetables by

which major parts of the work are to be completed. The scope of work may be

included within the text of the contract or attached as a separate exhibit as shown

in Option 2 below.

Option 2: As included in the AGENCY'S Request for Proposals No. Enter solicitation

number, attached as Exhibit B, and the CONTRACTOR'S proposal dated Enter

proposal date, attached as Exhibit C.

Implementation of the scope of work will be identified, detailed, tracked and executed

via a uniquely identified Work Order (Exhibit B – Work Order). A Work Order, which

identifies and defines the issue/problem and the approach to be taken to resolve the

issue/problem, shall include the following:

1. Project Title

2. Project Summary; including issue/problem statement, goal(s) and solution to

approach resolution

3. Period of Performance

4. Project Details; including associated task(s) and/or description of solution needed

to reach resolution of issue/problem as identified in the Project Summary

5. Deliverables; including deadline to accomplish

6. Project Coordinators

7. Budget, Compensation and Payment; including additional allowed expenses

8. Approval; including signatures of individuals authorized to sign on behalf of the

CONTRACTOR and DNR

Work Orders can be amended, as necessary, to account for changes in project focus

and/or budget; executed via Exhibit B1 – Work Order Amendment.

C. The CONTRACTOR shall produce written reports or other written documents

(deliverables) as outlined within each uniquely identified Work Order.

Commented [SL(8]: ACTION

Add Exhibit B and B1 into this document for the contract piece and

also have them separate for the implementation of work order piece.

DNR CONTRACT # Enter contract number PAGE 3 OF 30

TEMPLATE DATE: 23.02.23

3. PERIOD OF PERFORMANCE

The period of performance under this contract will be from Enter anticipated start date, or

date of execution, whichever is later, through Enter contract end date.

4. DES FILING REQUIREMENT (if applicable)

10-Day Filing (Sole source contracts over $30,000)

The provisions of Chapter 39.26 RCW require the AGENCY to file this sole source contract

with the Department of Enterprise Services (DES) for approval. No contract so filed is

effective nor shall work commence under it until the tenth (10th) working day following the

date of filing subject to DES approval.

OR:

Emergency Contracts (over $30,000)

The provisions of Chapter 39.26 RCW require the AGENCY to file this contract with the

Department of Enterprise Services (DES) for review. The emergency contract must be filed

within three working days following the date of contract execution or start of work,

whichever occurs first.

5. COMPENSATION

The budget, including compensation, expenses and specific arrangements for payment will

be addressed in the uniquely identified individual Work Orders for each unique project or

series of projects.

Expenses

CONTRACTOR shall receive reimbursement for travel and other expenses as identified

below or as authorized in advance by the AGENCY as reimbursable; and as allowed within

each uniquely identified individual Work Order. The maximum amount to be paid to the

CONTRACTOR for authorized expenses will be outlined in each individual Work Order

[and shall be included in the contract total].

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. Expenses related to travel will be reimbursed as follows:

• Meals = @ per diem, broken down per meal (do not provide receipt, meals will be

paid at the current state per diem rate, not actual costs)

• Car Rental = @ actual (attach receipt)

• Gas for Car Rental = @ actual (attach receipt)

• Hotel = @ actual but no more than @ state allowed lodging rates (attach receipt)

• Personal vehicle mileage = @ state allowed mileage rate (no receipt needed)

Commented [SL(9]: GUIDANCE

The start date cannot be prior to the date of execution.

Commented [SL(10]: ACTION

If this contract is intended to be used for procurements according to

DES Policy DES-140-00 – Sole Source, please refer to the

instructions on DNR’s Contracts SharePoint Site – Sole Source

Information.

ACTION

If this contract is intended to be used for procurements according to

DES Policy DES-130-00 Emergency Procurements/Purchases,

please contact Lislie Sayers, DNR’s Contracts Manager. (360) 902-

1665 or [email protected].gov

If neither applies, delete this language.

Commented [SL(11]: GUIDANCE

Expenses are optional. Do not include Expenses paragraph if

expenses are not allowable. Delete paragrah and add "No additional

expenses are allowed under this contract." If allowable, include only

expenses that are appropriate for the contract. If expenses will be

reimbursed outside of the contract, it is advisable to state that in the

contract to ensure clear understanding as to what expenses the State

may be paying for directly.

Commented [SL(12]: ACTION

If there is an instance where the expenses are not included in the

total of the contract, delete this language.

DNR CONTRACT # Enter contract number PAGE 4 OF 30

TEMPLATE DATE: 23.02.23

6. BILLING PROCEDURES AND PAYMENT

AGENCY will pay CONTRACTOR upon acceptance of services provided and receipt of

properly completed invoices, which shall be submitted to the Contract Manager as outlined

within each individual Work Order.

The invoices shall describe and document, to the AGENCY'S satisfaction, a description of

the work performed, the progress of the project, and fees. The invoice shall include the

contract reference number Enter Contract Number and each unique Work Order number. If

expenses are invoiced, provide a detailed breakdown of each type. A receipt must

accompany any single expense (unless otherwise noted above in Expenses) in order to

receive reimbursement.

Payment shall be considered timely if made by the AGENCY within thirty (30) calendar

days after receipt of properly completed invoices. Payment shall be sent to the address

designated by the CONTRACTOR.

The AGENCY 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

contract shall be made by the AGENCY.

7. CONTRACT MANAGEMENT

The Contract Manager for each of the parties shall be the contact person for all

communications and billings regarding the performance of this contract.

CONTRACTOR Contract Manager

Information

AGENCY Contract Manager Information

Enter Contract Manager Name

Enter Name of Contractor

Enter Contractor Address

Enter City, State & Zip

Phone : Enter Phone Number

Fax: Enter Fax Number

Email address: Enter Email Address

Enter Contract Manager Name

Department of Natural Resources

Enter Agency Address

Enter City, State & Zip

Phone: Enter Phone Number

Fax: Enter Fax Number

Email address: Enter Email Address

8. PROJECT MANAGEMENT

Commented [SL(13]: GUIDANCE

Payment can also be based upon satisfactory acceptance of each

deliverable, payment after completion of each major part of the

contract, payment at conclusion of the contract, etc.

Optional Provision - the AGENCY shall withhold 10 percent from

each payment until acceptance by the AGENCY of the final report

(or completion of the project, etc.).

Commented [HB(14]: Contract Managers are responsible for

drafting, reviewing, supporting and facilitating the agreement and

amendment process.

DNR CONTRACT # Enter contract number PAGE 5 OF 30

TEMPLATE DATE: 23.02.23

The Program Manager for each individual project or suite of projects will be identified in

each uniquely identified Work Order.

9. INSURANCE

Before using any of said rights granted herein and at its own expense, CONTRACTOR shall

purchase and maintain, [or require its agent(s)/subcontractor to purchase and maintain,] the

insurance described below for the entire duration of this Agreement. Failure to purchase and

maintain the required insurance may result in the termination of the Agreement at DNR’s

option.

All insurance provided in compliance with this Agreement shall be primary as to any other

insurance or self-insurance programs afforded to, or maintained by, the State of Washington,

Department of Natural Resources.

CONTRACTOR shall provide DNR with certificates of insurance, executed by a duly

authorized representative of each insurer, showing compliance with the insurance

requirements specified in this Agreement before using any of said rights granted herein. The

description section of the certificate shall contain the Contract Number and the name of the

DNR Project Manager. Contractor shall also provide renewal certificates as appropriate

during the term of this Agreement.

CONTRACTOR shall include all subcontractors and agents as insured under all required

insurance policies or shall provide separate certificates of insurance for each subcontractor

or agent. Failure of CONTRACTOR to have its subcontractors and agents comply with the

insurance requirements contained herein does not limit CONTRACTOR’s liability or

responsibility.

INSURANCE TYPES & LIMITS: The limits of insurance, which may be increased by State, as

deemed necessary, shall not be less than as follows:

Commercial General Liability (CGL) Insurance: CONTRACTOR shall purchase and

maintain commercial general liability insurance with a limit of not less than $1,000,000 per

each occurrence. If such CGL insurance contains aggregate limits, the general aggregate

limits shall be at least twice the "each occurrence" limit, and the products-completed

operations aggregate limit shall be at least twice the "each occurrence" limit. All insurance

must cover liability arising out of premises, operations, independent contractors, products

completed operations, personal injury and advertising injury, and liability assumed under an

insured contract (including the tort liability of another party assumed in a business contract)

and contain separation of insured (cross-liability) condition.

Employer's liability ("Stop Gap") Insurance: CONTRACTOR shall purchase and maintain

employer’s liability insurance and if necessary, commercial umbrella liability insurance with

limits not less than $1,000,000 each accident for bodily injury by accident or $1,000,000

each employee for bodily injury by disease.

DNR CONTRACT # Enter contract number PAGE 6 OF 30

TEMPLATE DATE: 23.02.23

Business Auto Policy (BAP) Insurance: CONTRACTOR shall purchase and maintain

business auto insurance and if necessary, commercial umbrella liability insurance with a

limit of not less than $1,000,000 per accident, with such insurance covering liability arising

out of "Any Auto". The policy shall be endorsed to provide contractual liability coverage

and cover a “covered pollution cost or expense.” CONTRACTOR waives all rights of

subrogation against State for the recovery of damages to the extent they are covered by

business auto liability or commercial umbrella liability insurance.

Industrial Insurance (Workers Compensation): CONTRACTOR shall comply with Title 51

RCW by maintaining workers compensation insurance for its employees. CONTRACTOR

waives all rights of subrogation against State for recovery of damages to the extent they are

covered by Industrial Insurance, employer’s liability, general liability, excess, or umbrella

insurance. CONTRACTOR waives its Title 51 RCW immunity to the extent it is required

by its indemnity obligation under this Agreement.

Errors and Omissions (Professional Liability) Insurance: The CONTRACTOR shall

purchase and maintain errors and omissions insurance including coverage for professional

liability with limits of not less than $1,000,000 per claim and $2,000,000 in the aggregate.

ADDITIONAL PROVISIONS:

Additional Insured: The State of Washington, Department of Natural Resources, its officials,

agents, and employees shall be named as additional insured by endorsement on all general

liability, excess, and umbrella insurance policies.

Cancellation: DNR shall be provided written notice before cancellation or non-renewal of

any insurance referred to therein, in accord with the following specifications.

1. Insurers subject to Chapter 48.18 RCW (Admitted and Regulated by the Insurance

Commissioner): The insurer shall give the State 45 days advance notice of cancellation

or nonrenewal. If cancellation is due to non-payment of premium, the State shall be

given 10 days advance notice of cancellation.

2. Insurers subject to Chapter 48.15 RCW (Surplus Lines): The State shall be given 20 days

advance notice of cancellation. If cancellation is due to non-payment of premium, the

State shall be given 10 days advance notice of cancellation.

Insurance Carrier Rating: All insurance shall be issued by companies admitted to do business

in the State of Washington and have a rating of A-, Class VII, or better. Any exception must

be reviewed and approved by the DNR Risk Manager or the DNR Contracts Manager, in the

Risk Manager’s absence. If an insurer is not admitted to do business in the State of

Washington, all insurance policies and procedures for issuing the insurance policies must

comply with Chapters 48.15 RCW and 284-15 WAC.

Self-Insurance: If CONTRACTOR is self-insured, evidence of its status as a self-insured

entity shall be provided to State. The evidence should demonstrate that CONTRACTOR’s

self-insurance meets all of the required insurance coverage of this Agreement to the

satisfaction of State including the description of the funding mechanism and its financial

condition. If the funding mechanism or financial condition of the self-insurance program of

Commented [SP(15]: GUIDANCE

Use this when contract involves professional services (i.e. report

writing, study design development, cost benefit analysis, engineering

plans, architectural blue prints). Delete if this doesn’t apply to work

you are contracting.

DNR CONTRACT # Enter contract number PAGE 7 OF 30

TEMPLATE DATE: 23.02.23

CONTRACTOR is inadequate, then State may require the purchase of additional

commercial insurance to comply with this Agreement.

Waiver: CONTRACTOR waives all rights of subrogation against State for recovery of

damages to the extent these damages are covered by general liability, excess, or umbrella

insurance maintained pursuant to this Agreement.

10. ASSURANCES

AGENCY and the CONTRACTOR agree that all activity pursuant to this contract will be in

accordance with all the applicable current federal, state and local laws, rules, and regulations.

11. ORDER OF PRECEDENCE

Each of the exhibits listed below is by this reference hereby incorporated into this contract.

In the event of an inconsistency in this contract, the inconsistency shall be resolved by giving

precedence in the following order:

1. Applicable federal statutes and regulations

2. Terms and conditions of a grant awarded to the state from the federal government,

attached as Exhibit Enter exhibit letter

3. Washington state statutes and regulations

4. Terms and conditions of a grant awarded from one agency to another, attached as

Exhibit Enter exhibit letter

5. DES Statewide Contract Enter DES Statewide Contract #

6. Special terms and conditions as contained in this basic contract instrument

7. Exhibit A – WA State Department of Natural Resources General Terms and

Conditions

8. Exhibit B – Work Order associated with each unique project or series of projects

9. Exhibit B1 – Amendment to Work Order Template associated with each unique

project or series or projects

10. Exhibit C – Request for Proposals No. Enter solicitation number

11. Exhibit D – Contractor’s Proposal dated Enter proposal date

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

incorporated

11. ENTIRE AGREEMENT

This contract, including referenced exhibits, represents all the terms and conditions agreed

upon by the parties. No other statements or representations, written or oral, shall be deemed

a part hereof.

Commented [SL(16]: ACTION

RFP/RFQQ and proposals are not REQUIRED to be attached.

Please ensure that the Scope of Work and the Compensation sections

do not conflict with the RFP/RFQQ or proposal received.

Commented [CJ(17]: If this contract is funded by a federal

grant, attach terms and conditions as an exhibit and add exhibit letter

here. If this is NOT grant funded, delete this line.

Commented [CJ(18]: If this contract is funded by a state grant,

attach terms and conditions as an exhibit and add exhibit letter here.

If this is NOT grant funded, delete this line.

Commented [HB(19]: Remove if not purchasing under DES

Master Contract.

DNR CONTRACT # Enter contract number PAGE 8 OF 30

TEMPLATE DATE: 23.02.23

12. CONFORMANCE

If any provision of this contract violates any statute or rule of law of the state of Washington,

it is considered modified to conform to that statute or rule of law.

13. APPROVAL

By signature below, the Parties certify that the individuals listed in this document, as

representatives of the Parties, are authorized to act in their respective areas for matters related

to this instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement.

ENTER CONTRACTOR NAME

STATE OF WASHINGTON

DEPARTMENT OF NATURAL

RESOURCES

Signature Date

Enter Signatory Name

Name

Enter Signatory Title

Title

Enter Address

Enter City, State & Zip

Address

Enter Phone Number

Telephone

Commented [SL(20]: ACTION

Please refer to the most recent Commissioner’s Delegation Order to

determine the appropriate signature authority for your situation.

DNR CONTRACT # Enter contract number PAGE 9 OF 30

TEMPLATE DATE: 23.02.23

EXHIBIT A

WA STATE DEPARTMENT OF NATURAL RESOURCES GENERAL TERMS AND

CONDITIONS

1. ACCESS TO DATA

The Contractor shall provide access to data generated under this contract to the Agency, the

Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost.

This includes access to all information that supports the findings, conclusions, and

recommendations of the Contractor’s reports, including computer models and methodology

for those models.

2. 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 the Agency.

3. 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.

4. 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.

5. ANTITRUST

The Contractor hereby assigns to Agency any and all of its claims for price fixing or

overcharges, which arise under federal or state law relating to the goods, products, or

services purchased under this contract.

6. ASSIGNMENT

Neither this contract, nor any claim arising under this contract, shall be transferred or

assigned by the Contractor without prior written consent of the Agency.

Contractor may not assign its rights under this Agreement without Department of Natural

Resources (DNR) prior written consent and DNR may consider any attempted assignment

without such consent to be void; Provided, however, that, if Contractor provides written

notice to DNR within thirty (30) calendar days, Contractor may assign its rights under this

DNR CONTRACT # Enter contract number PAGE 10 OF 30

TEMPLATE DATE: 23.02.23

Agreement in full to any parent, subsidiary, or affiliate of the Contractor that controls or is

controlled by or under common control with the Contractor, is merged or consolidated with

the Contractor, or purchases a majority or controlling interest in the ownership or assets of

the Contractor. Unless otherwise agreed, the Contractor guarantees prompt performance of

all obligations under this Agreement notwithstanding any prior assignment of its rights.

7. ATTORNEYS’ FEES

In the event of litigation or other action brought to enforce contract terms, each party agrees

to bear its own attorney fees and costs.

8. COMPLIANCE WITH APPLICABLE LAW

At all times during the term of the contract, the Contractor shall comply with all applicable

laws.

9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION

The Contractor shall not use or disclose any information concerning the Agency, or

information that may be classified as confidential, for any purpose not directly connected

with the administration of this contract, except with prior written consent of the Agency, or

as may be required by law.

10. CONFLICT OF INTEREST

Notwithstanding any determination by the Executive Ethics Board or other tribunal, the

Agency may, in its sole discretion, by written notice to the Contractor terminate this contract

if it is found after due notice and examination by the Agent that there is a violation of the

Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the

Contractor in the procurement of, or performance under this contract.

In the event this contract is terminated as provided above, the Agency 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 the Agency 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 the Agent 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 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 the Agency.

The Agency shall be considered the author of such materials. In the event the materials are

not considered “works for hire” under the U.S. Copyright laws, Contractor hereby

DNR CONTRACT # Enter contract number PAGE 11 OF 30

TEMPLATE DATE: 23.02.23

irrevocably assigns all right, title, and interest in materials, including all intellectual property

rights, to the Agency 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

For materials that are delivered under the contract, but that incorporate pre-existing materials

not produced under the contract, Contractor hereby grants to the Agency 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 Contractor has all rights and

permissions, including intellectual property rights, moral rights and rights of publicity,

necessary to grant such a license to the Agency.

The Contractor shall exert all reasonable effort to advise the Agency, at the time of delivery

of materials furnished under this contract, of all known or potential invasions of privacy

contained therein and of any portion of such document that was not produced in the

performance of this contract.

The Agency shall receive prompt written notice of each notice or claim of infringement

received by the Contractor with respect to any data delivered under this contract. The

Agency shall have the right to modify or remove any restrictive markings placed upon the

data by the Contractor.

12. 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 maintained by the Contractor for securing business.

The Agency 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.

13. DEFAULT

DNR CONTRACT # Enter contract number PAGE 12 OF 30

TEMPLATE DATE: 23.02.23

Contractor shall be in default if it is in material breach of any term or condition of the

contract. The time of default shall begin when the material breach occurs or after any

applicable opportunity to cure period lapses, whichever is later.

14. DELIVERY, INSPECTION, REJECTION, CURE:

1. TIME OF THE ESSENCE: Time is of the essence in the performance of the contract.

2. SHIPPING & RISK OF LOSS. All goods subject to the Contract shall be shipped

F.O.B. destination. Risk of loss of the goods shall pass to the Agency at the time the

goods are accepted by the Agency.

3. INSPECTION: The Agency's inspection of all goods upon delivery is for the sole

purpose of identification. Such inspection shall not be construed as acceptance of the

goods.

4. REJECTION: The Agency may reject any nonconforming Deliverables by

reasonably notifying the Contractor in writing.

5. OPPORTUNITY TO CURE: Contractor shall have the right to cure the materiality

of any breach prior to the time for performance under the Contract. This right to cure

terminates upon the time for performance.

15. DEFINITIONS

Definitions for the purposes of this solicitation include:

AGENCY – any state office or activity of the executive and judicial branches of state

government, including state agencies, departments, offices, divisions, boards,

commissions, institutions of higher education as defined in RCW 28B.10.016, and

correctional and other types of institutions.

AGENT – Personnel authorized to act on behalf of the Agency for matters contained

within.

APPARENT SUCCESSFUL CONTRACTOR – Bidder whose bid, quotation and/or

proposal provides the best value in meeting AGENCY needs and is selected to contract

with DNR for the proposed solution, subject to completion of contract negations and

execution of contract.

AWARD DATE – the announcement date of the Apparent Successful Contractor.

BID, QUOTATION and/or PROPOSAL – a formal offer, submitted by an individual

or entity, in response to a solicitation issued for goods or services by the Agency.

BIDDER – an individual or entity who submits a bid, quotation and/or proposal in

response to a solicitation issued for goods or services by the Agency.

DNR CONTRACT # Enter contract number PAGE 13 OF 30

TEMPLATE DATE: 23.02.23

BUSINESS DAYS – Monday through Friday, 8AM to 5PM, Pacific Standard Time, or,

Pacific Daylight Time, Olympia, Washington, USA.

CALENDAR DAY – Midnight to midnight, any day of the week.

CONTRACT – an agreement between DNR and Contractor that includes terms and

conditions, the solicitation, the bid, quotation and/or proposal, all appendices, and

exhibits, associated Statements of Work (e.g. Services Contract or Purchase Order), and

all amendments awarded pursuant to this solicitation.

CONTRACTOR – an individual or entity whose bid, quotation and/or proposal has

been accepted and is awarded a contract with the Agency, and who is solely responsible

to provide a good or perform a service.

DNR – Washington State Department of Natural Resources, an Agency of the State of

Washington, and any division, section, office, unit or other entity of, or any of the

officers or other officials lawfully representing the department.

GOODS – products, materials, supplies, or equipment provided by a Contractor.

PURCHASE – the acquisition of goods or services, including the leasing or renting of

goods.

SERVICES – labor, work, analysis, or similar activities provided by a Contractor to

accomplish a specific scope of work.

SOLICITATION – a documented formal process providing an equal and open

opportunity to BIDDERS and culminating in a selection based on predetermined criteria.

SUBCONTRACTOR – one not in the employment of the Contractor, who is

performing all or part of the business activities related to this solicitation under a separate

contract with the Contractor. The terms "Subcontractor" and "Subcontractors" means

Subcontractor(s) in any solicitation tier.

VENDOR – individual, firm, organization, company or other entity offering products and/or

services.

WEBS – Washington’s Electronic Business Solution System.

WORKING DAYS – Midnight to midnight, Monday through Friday, excluding

weekends and state legal holidays.

16. DISALLOWED COSTS

The Contractor is responsible for any audit exceptions or disallowed costs incurred by its

own organization or that of its Subcontractors.

17. DISPUTES

DNR CONTRACT # Enter contract number PAGE 14 OF 30

TEMPLATE DATE: 23.02.23

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 Agent.

1. The request for a dispute hearing must:

▪ Be in writing;

▪ State the disputed issue(s);

▪ State the relative positions of the parties;

▪ State the Contractor’s name, address, and contract number; and

▪ Be mailed to the Agent and the other party’s (respondent’s) contract manager within

three (3) working days after the parties agree that they cannot resolve the dispute.

2. The respondent shall send a written answer to the requester’s statement to both the Agent

and the requester within five 5 working days.

3. The Agent shall review the written statements and reply in writing to both parties within

10 working days. The Agent may extend this period if necessary by notifying the parties.

4. 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 method in addition to the dispute resolution procedure

outlined above.

18. DUPLICATE PAYMENT

The Agency 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

goods delivered or services rendered.

19. ENVIRONMENTAL CONSIDERATIONS

ELECTRONIC PRODUCTS

The State of Washington encourages the purchase of products that meet environmental

performance standards relating to the reduction and elimination of hazardous materials.

The database of all products that currently meet EPEAT criteria are viewable at

www.greenelectronicscouncil.org. Only products listed as Active in the online EPEAT

Registry are considered to have met the EPEAT criteria.

Contractor represents and warrants that, during the term of this contract, for any

product(s) for which Contractor sought and was awarded an environmental purchasing

DNR CONTRACT # Enter contract number PAGE 15 OF 30

TEMPLATE DATE: 23.02.23

preference pursuant to RCW 39.26.265 and Washington State Procurement Policy POL-

DES-265-00, such product(s) shall have achieved EPEAT Silver or Gold registration that

enabled Contractor to be awarded such preference.

NON-HYDROFLUOROCARBONS (HFCs)

Hydrofluorocarbons (HFCs) contribute to climate change and so have an adverse effect

on human health and the environment. Accordingly, the State of Washington, through

its procurement of goods is trying to minimize the purchase of products that contain

HFCs or contain HFCs with a comparatively low global warming potential and to

incentivize its vendors to sell products without HFCs.

Contractor represents and warrants that, during the term of this Contract, for any

product(s) for which Contractor sought and was awarded a purchasing preference

pursuant to RCW 39.26.310 and Washington State Procurement Policy DES-POL-310-

00, such product(s) shall meet or have less than the HFC level(s) that enabled Contractor

to be awarded such preference.

NON-MERCURY ADDED PRODUCTS

Mercury has an adverse effect on human health and the environment. Accordingly, the

State of Washington, through its procurements of goods is trying to minimize the

purchase of products with mercury and to incentivize its vendors to sell products without

mercury.

Contractor represents and warrants that, during the term of this Contract, for any

product(s) for which Contractor sought and was awarded a purchasing preference

pursuant to RCW 70.95M.060 and Washington State Procurement Policy DES-POL-

70.95M.060-00, such product(s) shall meet or have less than the lowest amount of

mercury that enabled Contractor to be awarded such preference.

POLYCHLORINATED BIPHENYLS (PCBs)

Polychlorinated biphenyls, commonly known as PCBs, have adverse effects on human

health and the environment. Accordingly, the State of Washington, through its

procurements of goods, is trying to minimize the purchase of products with PCBs and to

incentivize its vendors to sell products in packaging without them.

Contractor represents and warrants that, during the term of this contract, for any

product(s) and/or product packaging for which Contractor sought and was awarded a

purchasing preference pursuant to RCW 39.26.280 and Washington State Procurement

Policy POL-DES-280-00, such product(s) and/or packaging shall meet or exceed the

testing limitations that enabled Contractor to be awarded such preference.

DNR CONTRACT # Enter contract number PAGE 16 OF 30

TEMPLATE DATE: 23.02.23

RECYCLED CONTENT PRODUCTS

Buying products made from recycled content creates markets for materials collected in

residential & business recycling programs. Recycling does not work without end-

markets. In addition buying recycled products supports the development of green

technologies, creates jobs and strengthens the local economy, and promotes and supports

a more sustainable lifestyle. When manufacturers use recycled material vs. virgin

materials to make new products, air and water pollution is reduced, natural resources are

conserved, energy is saved, less water is used, and emissions of greenhouse gases that

contribute to global climate change are reduced. Accordingly, the State of Washington

through its procurements of goods is trying to maximize the purchase of products made

from recycled content and to incentivize its vendors to sell products and products in

packaging made with recycled content.

Contractor represents and warrants that, during the term of this Contract, for any

product(s) for which Contractor sought and was awarded an environmental purchasing

preference pursuant to RCW 39.26.255 and Washington State Procurement Policy POL-

DES-255-00, such product(s) shall exceed the minimum post-consumer or total recycled

content that enabled Contractor to be awarded such preference.

Notwithstanding any provision to the contrary, upon breach of warranty and Contractor’s

failure to provide satisfactory evidence of compliance within thirty (30) days, Agency may

suspend or terminate this Contract. The rights and remedies of the parties under this

warranty are in addition to any other rights and remedies of the parties provided by law or

equity, including, without limitation, actual damages, and, as applicable and awarded under

law, to a prevailing party, reasonable attorneys’ fees and costs.

20. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS

MANDATORY INDIVIDUAL ARBITRATION. If Bidder returned Exhibit E - Contractor

Certification – Executive Order 18-03 Worker’s Rights, and Contractor represents and

warrants, as previously certified in Contractor’s bid, quotation and/or proposal submission,

that Contractor does NOT require its employees, as a condition of employment, to sign or

agree to mandatory individual arbitration clauses or class or collective action waivers.

Contractor further represents and warrants that, during the term of this contract, Contractor

shall not, as a condition of employment, require its employees to sign or agree to mandatory

individual arbitration clauses or class or collective action waivers.

21. FUNDING SOURCE

At all times during the course of this contract, the Contractor must comply with applicable

laws, rules, policy and regulations required by the source of funding for the contract. If this

DNR CONTRACT # Enter contract number PAGE 17 OF 30

TEMPLATE DATE: 23.02.23

contract is funded by a grant, the terms and conditions required by the granting entity are

attached as Exhibit Enter exhibit letter.

22. GOVERNING LAW

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.

23. HARASSMENT

Per RCW 43.01.135, Sexual harassment in the workplace, Agency Contractors hereby have

access to DNR Policy PO01-052 Sexual Harassment:

https://www.dnr.wa.gov/publications/em_harassment_prevention_policy.pdf

24. INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless

the State, agencies of 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 destruction of tangible property including

loss of use resulting therefrom.

Contractor’s obligations to indemnify, defend, and hold harmless includes any claim by

Contractors’ Agents, employees, representatives, or any Subcontractor or its employees.

Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim

arising out of or incidental 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.

Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify,

defend and hold harmless State and its agencies, officials, Agents or employees.

25. INDEPENDENT CAPACITY OF THE CONTRACTOR

The parties intend that an independent Contractor relationship will be created by this

contract. The Contractor and his or her employees or Agents performing under this contract

are not employees or Agents of the Agency. The Contractor will not hold himself/herself

out as or claim to be an officer or employee of the Agency or of the State of Washington by

reason hereof, nor will the Contractor make any claim of right, privilege or benefit that would

Commented [CJ(21]: If this contract is funded by a grant,

attach terms and conditions as an exhibit and add exhibit letter here.

If this is NOT grant funded, delete this line ONLY.

DNR CONTRACT # Enter contract number PAGE 18 OF 30

TEMPLATE DATE: 23.02.23

accrue to such employee under law. Conduct and control of the work will be solely with the

Contractor.

26. INDUSTRIAL INSURANCE COVERAGE

The Contractor shall comply with the provisions of Title 51 RCW, Industrial Insurance. If the

Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties

on behalf of its employees, as may be required by law, Agency may collect from the Contractor

the full amount payable to the Industrial Insurance accident fund. The Agency may deduct the

amount owed by the Contractor to the accident fund from the amount payable to the Contractor

by the Agency under this contract, and transmit the deducted amount to the Department of

Labor and Industries (L&I), Division of Insurance Services. This provision does not waive

any of L&I’s rights to collect from the Contractor.

27. INTERGRATION

The contract contains all the terms and conditions agreed upon by the parties. No other

understandings, oral or otherwise, regarding the subject matter of the contract shall be

deemed to exist or to bind any of the parties hereto.

28. LICENSING, ACCREDITATION AND REGISTRATION

The Contractor shall comply with all applicable local, state, and federal licensing,

accreditation and registration requirements/standards necessary for the performance of this

contract.

29. LIMITATION OF AUTHORITY

Only the Agent or Agent’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 Agent.

30. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS

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 the Agency. The Contractor shall, however, be given a reasonable time in

which to cure this noncompliance. Any dispute may be resolved in accordance with the

"Disputes" procedure set forth herein.

31. NONDISCRIMINATION

DNR CONTRACT # Enter contract number PAGE 19 OF 30

TEMPLATE DATE: 23.02.23

During the performance of this contract, the Contractor shall comply with all federal and

state nondiscrimination laws, regulations and policies.

32. PRIVACY

Personal information including, but not limited to, “Protected Health Information,”

collected, used, or acquired in connection with this contract shall be protected against

unauthorized use, disclosure, modification or loss. Contractor shall ensure its directors,

officers, employees, Subcontractors or Agents use personal information solely for the

purposes of accomplishing the delivery of goods or rendering of services as set forth herein.

Contractor and its Subcontractors agree not to release, divulge, publish, transfer, sell or

otherwise make known to unauthorized persons personal information without the express

written consent of the Agency or as otherwise required by law.

Any breach of this provision may result in termination of the contract and the demand for

return of all personal information. The Contractor agrees to indemnify and hold harmless

the Agency for any damages related to the Contractor’s unauthorized use of personal

information.

33. PUBLICITY

The Contractor agrees to submit to the Agency all advertising and publicity matters relating to

this contract wherein the Agency’s name is mentioned or language used from which the

connection of the Agency’s name may, in the Agency’s judgment, be inferred or implied. The

Contractor agrees not to publish or use such advertising and publicity matters without the prior

written consent of the Agency.

34. RECORDS MAINTENANCE

The Contractor shall maintain books, records, documents, data and other evidence relating

to this contract and performance of services rendered and/or delivery of goods as 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.

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 the Agency,

personnel duly authorized by the Agency, the Office of the State Auditor, and federal and

state officials so authorized by law, regulation or agreement.

DNR CONTRACT # Enter contract number PAGE 20 OF 30

TEMPLATE DATE: 23.02.23

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.

35. REGISTRATION WITH DEPARTMENT OF REVENUE

The Contractor shall complete registration with the Washington State Department of

Revenue and be responsible for payment of all taxes due on payments made under this

contract.

36. REMEDIES:

1. With respect to any nonconforming Deliverables, the Agency may elect to do one or more

of the following:

a. SPECIFIC PERFORMANCE: If the Deliverables are unique, sole sourced, or

otherwise deemed by the Agency to be unavailable elsewhere, the Agency may

demand specific performance.

b. COVER: The Agency may obtain substitute Deliverables and charge the Contractor

the difference between the cost of the substitute Deliverables and the contracted for

price.

c. PRICE REDUCTION: The Agency may retain nonconforming Deliverables and

equitably reduce the price of the contract based on the difference between the

contracted for price and the fair market value of the nonconforming Deliverables.

d. RETURN: The Agency may return or set aside for pickup by the Contractor any

nonconforming goods and terminate the contract for cause.

2. The Contractor shall be liable for all compensatory, incidental and consequential

damages caused by any breach of the contract. At the sole option of the Agency, such

damages may be recovered, in whole or in part, by price reduction or credit against any

amounts that may be owed to the Contractor under the contract.

3. THE AGENCY'S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR

RELATED TO THE CONTRACT SHALL IN NO EVENT EXCEED THE

PURCHASE PRICE OF THE CONTRACT. FURTHERMORE, IN THE EVENT OF A

TERMINATION OF THE CONTRACT, THE AGENCY'S TOTAL LIABILITY FOR

ALL DAMAGES ARISING OUT OF OR RELATED TO THE CONTRACT SHALL

NOT EXCEED THE PURCHASE PRICE OF GOODS DELIVERED OR SERVICES

RENDERED PRIOR TO THE EFFECTIVE DATE OF THE TERMINATION.

4. The rights and remedies provided by the contract are cumulative and are not exclusive

of any other or additional rights or remedies available at law and in equity.

37. RIGHT OF INSPECTION

DNR CONTRACT # Enter contract number PAGE 21 OF 30

TEMPLATE DATE: 23.02.23

The Contractor shall provide right of access to its facilities to the Agency, 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.

38. 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, the Agency

may terminate the contract under the "Termination for Convenience" clause, without the ten-

day notice requirement, subject to renegotiation at the Agency’s discretion under those new

funding limitations and conditions.

39. 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.

40. SITE SECURITY

While on Agency premises, Contractor, its Agents, employees, or Subcontractors shall

conform in all respects with physical, fire or other security policies or regulations.

41. SUBCONTRACTING

Neither the Contractor nor any Subcontractor shall enter into subcontracts for any of the work

contemplated under this contract without obtaining prior written approval of the Agency. In

no event shall the existence of the subcontract operate to release or reduce the liability of the

Contractor to the Agency for any breach in the performance of the Contractor’s duties. This

clause does not include contracts of employment between the Contractor and personnel

assigned to work under this contract.

Additionally, the Contractor is responsible for ensuring that all terms, conditions, assurances

and certifications set forth in this agreement are carried forward to any subcontracts.

Contractor and its Subcontractors agree not to release, divulge, publish, transfer, sell or

otherwise make known to unauthorized persons personal information without the express

written consent of the Agency or as provided by law.

42. TAXES

All payments accrued because of payroll taxes, unemployment contributions, any other

taxes, insurance or other expenses for the Contractor or its staff shall be the sole

responsibility of the Contractor.

DNR CONTRACT # Enter contract number PAGE 22 OF 30

TEMPLATE DATE: 23.02.23

43. TERMINATION FOR CAUSE

In the event the Agency determines the Contractor has failed to comply with the conditions

of this contract in a timely manner, the Agency has the right to suspend or terminate this

contract. Before suspending or terminating the contract, the Agency shall notify the

Contractor in writing (including email) 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.

The Agency 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 the Agency 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 the Agency provided in this contract are not exclusive and are,

in addition to any other rights and remedies, provided by law.

44. TERMINATION FOR CONVENIENCE

Except as otherwise provided in this contract, the Agency may, by 10 calendar days written

notice (including email), beginning on the second calendar day after the notice is sent,

terminate this contract, in whole or in part. If this contract is so terminated, the Agency shall

be liable only for payment required under the terms of this contract for goods delivered or

services rendered prior to the effective date of termination.

45. TERMINATION PROCEDURES

Upon termination of this contract, the Agency, in addition to any other rights provided in

this contract, may require the Contractor to deliver to the Agency 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.

The Agency shall pay to the Contractor the agreed upon price, if separately stated, for goods

or services accepted by the Agency, and the amount agreed upon by the Contractor and the

Agency for (i) goods delivered or services rendered for which no separate price is stated, (ii)

partially completed goods delivered or services rendered, (iii) other goods delivered or services

DNR CONTRACT # Enter contract number PAGE 23 OF 30

TEMPLATE DATE: 23.02.23

rendered that are accepted by the Agency, and (iv) the protection and preservation of property,

unless the termination is for default, in which case the Agent shall determine the extent of the

liability of the Agency. Failure to agree with such determination shall be a dispute within the

meaning of the "Disputes" clause of this contract. The Agency may withhold from any

amounts due the Contractor such sum as the Agent determines to be necessary to protect the

Agency against potential loss or liability.

The rights and remedies of the Agency 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 Agent, 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 the Agency, in the manner, at the times, and to the extent directed by the

Agent, all of the rights, title, and interest of the Contractor under the orders and

subcontracts so terminated, in which case the Agency 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 Agent to the extent

Agent may require, which approval or ratification shall be final for all the purposes

of this clause;

5. Transfer title to the Agency and deliver in the manner, at the times, and to the extent

directed by the Agent any property which, if the contract had been completed, would

have been required to be furnished to the Agency;

6. Complete performance of such part of the work as shall not have been terminated by

the Agent; and

7. Take such action as may be necessary, or as the Agent 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 the Agency has or may acquire an interest.

46. TREATMENT OF ASSETS

A. Title to all property furnished by the Agency shall remain in the Agency. Title to all

property furnished by the Contractor, for the cost of which the Contractor is entitled to

DNR CONTRACT # Enter contract number PAGE 24 OF 30

TEMPLATE DATE: 23.02.23

be reimbursed as a direct item of cost under this contract, shall pass to and vest in the

Agency 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 the Agency 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 the Agency in whole or in part,

whichever first occurs.

B. Any property of the Agency furnished to the Contractor shall, unless otherwise provided

herein or approved by the Agency, be used only for the performance of this contract.

C. The Contractor shall be responsible for any loss or damage to property of the Agency 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.

D. If any Agency property is lost, destroyed or damaged, the Contractor shall immediately

notify the Agency and shall take all reasonable steps to protect the property from further

damage.

E. The Contractor shall surrender to the Agency all property of the Agency prior to

settlement upon completion, termination or cancellation of this contract.

F. All reference to the Contractor under this clause shall also include Contractor's

employees, Agents or Subcontractors.

47. U.S. DEPARTMENT OF TREASURY, OFFICE OF FOREIGN ASSETS

CONTROL

The Agency complies with U.S. Department of the Treasury, Office of Foreign Assets

Control (OFAC) payment rules. OFAC prohibits financial transactions with individuals or

organizations, which have been placed on the OFAC Specially Designated Nationals (SDN)

and Blocked Persons sanctions list located at

http://www.treas.gov/offices/enforcement/ofac/index.html. Compliance with OFAC

payment rules ensures that the Agency does not conduct business with individuals or

organizations that have been determined to be supporters of terrorism and international drug

dealing or that pose other dangers to the United States.

Prior to making payment to individuals or organizations, the Agency will download the

current OFAC SDN file and compare it to Agency and statewide vendor files. In the event

of a positive match, the Agency reserves the right to: (1) make a determination of

“reasonability” before taking the positive match to a higher authority, (2) seek assistance

from the Washington State Office of the State Treasurer (OST) for advanced assistance in

resolving the positive match, (3) comply with an OFAC investigation, if required, and/or (4)

DNR CONTRACT # Enter contract number PAGE 25 OF 30

TEMPLATE DATE: 23.02.23

if the positive match is substantiated, notify the Contractor in writing and terminate the

contract according to the Termination for Convenience provision without making payment.

The Agency will not be liable for any late payment fees or missed discounts that are the

result of time required to address the issue of an OFAC match.

48. WAIVER

Waiver of any default or breach shall not be deemed 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 the Agency.

49. WARRANTIES

Contractor warrants that all Deliverables provided under this contract shall be fit for the

purpose(s) for which intended, are merchantable, and shall conform to the requirements and

specifications herein.

Exhibit B – Work Order Template

DNR Contract: Enter contract number

Enter work order title PAGE 26 OF 30

CONTRACT #Enter contract number | WORK ORDER #Enter work order number TEMPLATE DATE: 23.02.23

WORK ORDER NUMBER #ENTER WORK ORDER NUMBER to CONTRACT NUMBER #ENTER

CONTRACT NUMBER

PI: Enter Program Index

Funding Source: Select One

Grant Funded: ☐ Yes ☐ No

OMWBE: ☐ Small Business ☐ Veteran Owned

Procurement method (Select one): ☐ DES Master Contract Enter DES Statewide Contract # ☐

Direct Buy, ☐ Solicitation (Enter Solicitation Type & Number), ☐ Sole Source, ☐ Exempt, ☐

Emergency

This Work Order is executed under the Washington State Department of Natural Resources

(AGENCY/DNR) and Enter contractor name (CONTRACTOR), Contract Number Enter contract

number to identify specifications, deliverables, and provide for compensation of the completion of

projects associated with carrying out the purpose and scope of the contract.

I. Project Title Enter Project Title

II. Project Summary

The purpose of this Work Order is to specify the terms and conditions by which the

CONTRACTOR will provide and DNR will reimburse for services and other expenses as

outlined within.

Enter Project Summary.

III. Period of Performance

Subject to other provisions, the period of performance under this Work Order is from Enter

anticipated start date, or date of execution, whichever is later, through Enter contract end

date.

Commented [CJ(22]: ACTION

Exhibit B is attached here for your convience. When utilizing this

contract, Exhibit B and B1 should be seperate documents. Please

separate or contact the Contract Office for assistance.

Commented [HB(23]: GUIDANCE

If vendor is asserting they are a small or veteran owned business,

check on the Office of Minority and Women’s Business Enterprises

(OMWBE) website or in DES’ WEBS system.

Commented [HB(24]: Identify procurement method by clicking

the appropriate box, entering required info if applicable. Once the

procurement method has been determined, delete the other options.

Commented [SL(25]: GUIDANCE

Add summary including issue/problem statement, goal(s) and

solution approach to resolution.

Do not enter project details. Project details are to be entered in

Section IV – Project Details.

Commented [SL(26]: GUIDANCE

The start date of the project cannot be prior to the execution date

(signature of both parties). If there are extenuating circumstances,

please contact DNR’s Contracts Manger for guidance.

Commented [SL(27]: GUIDANCE

The termination date of the Work Order must be prior to the

termination date of the contract. If there are extenuating

circumstances, please contact DNR’s Contracts Manger for

guidance.

Exhibit B – Work Order Template

DNR Contract: Enter contract number

Enter work order title PAGE 27 OF 30

CONTRACT #Enter contract number | WORK ORDER #Enter work order number TEMPLATE DATE: 23.02.23

IV. Project Details

CONTRACTOR shall furnish the necessary personnel and otherwise do all things

necessary for or incidental to the performance of work, as set forth below:

TASK(S)

DESCRIPTION

V. Deliverables

The CONTRACTOR shall produce the following written reports or other written

documents (deliverables) by the dates indicated below.

DELIVERABLE

DEADLINE

All deliverables shall be submitted to the Project Coordinator by the date specified.

VI. Project Coordinators

The following staff are responsible for the administration of this Work Order:

CONTRACTOR

DNR

Enter Project Coordinator Name

Enter Name of Contractor

Enter Contractor Address

Enter City, State & Zip

Phone : Enter Phone Number

Fax: Enter Fax Number

Email address: Enter Email Address

Enter Project Coordinator Name

Department of Natural Resources

Enter Agency Address

Enter City, State & Zip

Phone: Enter Phone Number

Fax: Enter Fax Number

Email address: Enter Email Address

VII. Budget, Compensation and Payment

The parties estimate that the cost of accomplishing the work outlined within will not exceed

Enter dollar amount in written form ($Enter dollar amount in numeric form). This amount

is based on the following:

Commented [SL(28]: ACTION

Add Project Details; including associated task(s)/description needed

to reach resolution of issue/problem as identified in the Project

Summary.

Commented [SL(29]: ACTION

ENTER Deliverables; including deadline to accomplish.

Exhibit B – Work Order Template

DNR Contract: Enter contract number

Enter work order title PAGE 28 OF 30

CONTRACT #Enter contract number | WORK ORDER #Enter work order number TEMPLATE DATE: 23.02.23

ITEM

DESCRIPTION

BUDGET

CONTRACTOR staff

$ )

Expenses

$ )

Travel

$ )

Equipment

$ )

TOTAL

$ )

CONTRACTOR shall submit invoices Enter monthly, quarterly, etc. and as outlined in the

Billing Procedures and Payment Section of the contract.

Invoices shall be submitted to DNR’s Contract Manager as identified in contract reference

number Enter contract number.

Approval:

By signature below, the parties certify that the individuals listed in this document, as

representatives of the parties, are authorized to act in their respective areas for matters

related to this instrument.

IN WITNESS WHEREOF, the parties have executed this Work Order.

ENTER CONTRACTOR NAME

STATE OF WASHINGTON

DEPARTMENT OF NATURAL

RESOURCES

Signature Date

Enter Signatory Name

Name

Enter Signatory Title

Title

Enter Address

Enter City, State & Zip

Address

Enter Phone Number

Telephone

Commented [SL(30]: GUIDANCE

Description; include staff working on the project, additional

expenses

Commented [SL(31]: GUIDANCE

If this is a fully weighted cost that includes travel and expenses,

please indicate and not that under the table. Ensure that the

expenses section of the original contract also reflects this agreement

or response to solicitation.

Commented [SL(32]: ACTION

Please refer to the most recent Commissioner’s Delegation Order to

determine the appropriate signature authority for your situation.

Exhibit B1 – Work Order Amendment Template

DNR Contract: Enter contract number

Enter work order title PAGE 29 OF 30

CONTRACT #Enter contract number | AMENDMENT (X) TO WORK ORDER #Enter work order number TEMPLATE DATE: 23.02.23

AMENDMENT NO. ENTER AMENDMENT NUMBER

WORK ORDER NUMBER #ENTER WORK ORDER NUMBER to CONTRACT NUMBER #ENTER

CONTRACT NUMBER

PI: Enter Program Index

Funding Source: Select One

Grant Funded: ☐ Yes ☐ No

OMWBE: ☐ Small Business ☐ Veteran Owned

Procurement method (Select one): ☐ DES Statewide Contract Enter DES Statewide Contract #

☐ Direct Buy, ☐ Solicitation (Enter Solicitation Type & Number), ☐ Sole Source, ☐ Exempt, ☐

Emergency

This Amendment to the above listed Work Order is executed under the Washington State

Department of Natural Resources (AGENCY/DNR) and Enter contractor name

(CONTRACTOR), Contract Number Enter contract number to identify specifications,

deliverables, and provide for compensation of the completion of projects associated with

carrying out the purpose and scope of the contract.

The above listed Work Order is amended as follows:

Project Title: Enter Project Title

Section Enter Section #, is hereby amended as follows: Enter amended language.

Reason for the change is: Enter reason for change.

Commented [CJ(33]: ACTION

Exhibit B1 is attached here for your convience. When utilizing this

contract, Exhibit B and B1 should be seperate documents. Please

separate or contact the Contract Office for assistance.

Commented [CJ(34]: ACTION

Exhibit B is attached here for your convience. When utilizing this

contract, Exhibit B and B1 should be seperate documents. Please

separate or contact the Contract Office for assistance.

Commented [HB(35]: GUIDANCE

If vendor is asserting they are a small or veteran owned business,

check on the Office of Minority and Women’s Business Enterprises

(OMWBE) website or in DES’ WEBS system.

Commented [HB(36]: Identify procurement method by clicking

the appropriate box, entering required info if applicable. Once the

procurement method has been determined, delete the other options.

Commented [SL(37]: Project title from original Work Order

Exhibit B1 – Work Order Amendment Template

DNR Contract: Enter contract number

Enter work order title PAGE 30 OF 30

CONTRACT #Enter contract number | AMENDMENT (X) TO WORK ORDER #Enter work order number TEMPLATE DATE: 23.02.23

Section Enter Section #, is hereby amended as follows: Enter amended language.

Reason for the change is: Enter reason for change.

Section Enter Section #, is hereby amended as follows: Enter amended language.

Reason for the change is: Enter reason for change.

The effective date of this Work Order Amendment is Enter anticipated start date, or the last date

of execution, whichever is later.

ALL OTHER TERMS AND CONDITIONS of contract Enter contract number, subsequent

amendments, and the above identified original Work Order, remain in full force and effect.

Approval:

By signature below, the parties certify that the individuals listed in this document, as

representatives of the parties, are authorized to act in their respective areas for matters related to

this instrument.

IN WITNESS WHEREOF, the parties have executed this Work Order Amendment.

ENTER CONTRACTOR NAME

STATE OF WASHINGTON

DEPARTMENT OF NATURAL

RESOURCES

Signature Date

Enter Signatory Name

Name

Enter Signatory Title

Title

Enter Address

Enter City, State & Zip

Address

Enter Phone Number

Telephone

Commented [SL(38]: ACTION

Please refer to the most recent Commissioner’s Delegation Order to

determine the appropriate signature authority for your situation.