HomeMy WebLinkAboutCAG2020-022 - Original - State of WA Office of Financial Management - 2020 Census Count - 01/02/2020 Agreement Routing Form
• For Approvals,Signatures and Records Management
KENT This form combines&replaces Lhe Request for Mayor's Signature and(-ontract covet Sheet forms.
W A 5 H i N G T o N (Print on pink or cherry colored paper)
Originator: Department:
Uriel Varela Administration
-' Date Sent: Date Required:
> 01/15/2020 01/24/2020
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CL Authorized to Sign: Date of Council A proval:
Q ❑Director or Designee 0 Mayor N/A VI
Budget Account Number: Grant? ❑Yes El No
Budget? ❑Yes El No Type:
Vendor Name: Category:
State of WA OFM
Vendor Number: Sub-Category:
N/A
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Z Project Name: Conduct a census Count (every 10 years)
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_ Project Details:Educate Washington residents about the 2020 census, mobilize trusted
messengers and support maximum self-response to 2020 Census
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E Agreement Amount: $79,300.00 Basis for Selection of Contractor: N/A
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Start Date: January 2, 2020 Termination Date: June 30, 2020
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Local Business? ❑Yes I] No*
*If meets requirements per KCC3.70.100,please complete'Vendor Purchase-Local Exceptions"form on Cityspace.
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Date Routed to the City Clerk's Office: 5 1 City of Kent
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Interlocal Contract
between the
State of Washington
Office of Financial Management
and
City of Kent
This Contract, OFM Contract No. K3006, is made and entered into by and between the state of
Washington, Office of Financial Management, hereinafter referred to as the "AGENCY" and the
below name firm, hereinafter referred to as"CONTRACTOR."
Contractor Name: City of Kent
Address: 220 Fourth Ave. South
City, State, Zip Code: Kent, WA 98032
Phone: 253-856-6064
e-mail: uvarela@kentwa.gov
1. PURPOSE
Every 10 years,the federal government conducts a census to count every resident in the
nation—and the next decennial census begins in mid-March 2020 and wraps up at the end of
July 2020.A complete and accurate count of the population in Washington is essential because
the collected data will determine the number of seats each state has in the US House of
Representatives, and also will be used to distribute billions of dollars in federal funds to state
and local communities for important health, education, housing, infrastructure, and rural
assistance programs.Additionally, private and public agencies, organizations, businesses, and
institutions will use census data to help determine where to build schools, roads, healthcare
facilities, child care and senior centers,grocery stores, and new factories.
Recognizing the need for a complete count of all Washingtonians during the 2020 Census,the
Washington Legislature appropriated to OFM money and a directive that it establish with
nonprofit organizations and local and tribal governments deliverable-based outreach contracts
to conduct outreach and census participation campaigns through community messengers,
targeted especially at historically undercounted populations.
The purpose of this contract is to educate Washington residents about the 2020 census,
mobilize "trusted messengers"within communities to build confidence and support broad
participation in the census, support maximum self-response to the 2020 Census, and support
cooperation in the Non-Response Follow-Up (NRFU) effort.
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.
OFM CONTRACT NO. K3006 Page 1 of 22
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 in Exhibit B,Scope of
Work/Deliverables.
3. PERIOD OF PERFORMANCE
The period of performance under this contract will be January 2, 2020, or date of execution,
whichever is latest, through June 30, 2020, or a date mutually agreed upon by the AGENCY and
the CONTRACTOR.
4. COMPENSATION
Total compensation payable to CONTRACTOR for satisfactory performance of the work under
this contract shall not exceed Seventy-Nine Thousand Three Hundred Dollars ($79,300.00)
including all travel and per diem expenses.
5. BILLING PROCEDURE AND PAYMENT
AGENCY will pay CONTRACTOR upon acceptance of service provided and receipt and approval of
a properly completed invoice, which shall be submitted to the Contract Manager per Exhibit B,
Scope of Work/Deliverables.
The invoice shall describe and document,to the AGENCY'S satisfaction, a description of the work
performed and the fees. The invoice shall include reference to OFM Contract No. K3006.
Payment shall be considered timely if made by the AGENCY within thirty(30) calendar days after
receipt of the properly completed invoice. 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 payment in advance or in anticipation of services or supplies to be provided under this
contract shall be made by the AGENCY.
6. STATEWIDE VENDOR REGISTRATION
Contractors are required to be registered in the Statewide Vendor Payment system,
https://ofm wa gov/it-systems/statewide-vendorpayee-services/receiving-payment-state prior
to submitting a request for payment under this Contract. No payment shall be made until the
registration is completed.
OFM CONTRACT NO. K3006 Page 2 of 22
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:
Uriel Varela Jr. Lisa McLean
220 Fourth Ave. South PO Box 43124
Kent, WA 98032 Olympia, WA 98504-3124
253-856-6064 360-902-0584
uvarela@kentwa.gov Lisa.McLean@ofm.wa.gov
8. CONTRACT AMENDMENTS
With the exception of administrative changes, the contract may be changed, modified or
amended only by written agreement executed by both parties. In the case of administrative
changes, both parties agree that changes can be memorialized by letter.
9. INSURANCE
CONTRACTOR certifies that it is self-insured, and is a member of a risk pool.The CONTRACTOR
shall pay for losses for which it is found liable.
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. PRIVACY OF COMMUNITY MEMBERS
Throughout the performance period of this contract, CONTRACTOR will make extensive contact
with community members who are not parties to this agreement and may receive information
from such community members, personal or otherwise. Information collected, used, or acquired
in connection with this contract shall be protected against unauthorized use, disclosure,
modification or loss, and CONTRACTOR shall ensure its directors, officers, employees,
subcontractors, or agents use any information obtained solely for the purposes of accomplishing
the services set forth herein.Any breach of this provision may result in termination of the
contract. The CONTRACTOR agrees to indemnify and hold harmless the AGENCY for any
damages related to the CONTRACTOR'S unauthorized use of this information.
12. PROHIBITION AGAINST LOBBYING OR POLITICAL ACTIVITIES
Per Section 131 of the 2019-21 operating budget(Chapter 415, Laws of 2019), no funds
provided to CONTRACTOR pursuant to this Contract may be used for political purposes,
including but not limited to lobbying, and encouraging campaign contributions. Any breach of
this provision may result in termination of the contract.
13. SUBCONTRACTORS
In accordance with clause#32 of Exhibit A, SUBCONTRACTING, CONTRACTOR shall provide to
AGENCY a list of all subcontractors that will be engaged as part of this CONTRACT.
OFM CONTRACT NO. K3006 Page 3 of 22
14. 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:
• Applicable federal and state of Washington statutes and regulations
• Special terms and conditions as contained in this basic contract instrument
• Exhibit A—General Terms and Conditions
• Exhibit B- Scope of Work/Deliverables
• Any other provision, term or material incorporated herein by reference or otherwise
incorporated
15. 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.
16. 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.
17. APPROVAL
This contract shall be subject to the written approval of the AGENCY'S authorized representative
and shall not be binding until so approved. The contract may be altered, amended, or waived
only by a written amendment executed by both parties.
NAME OF CONTRACTOR OFFICE OF FINANCIAL MANAGEMENT
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ture Bonnie Lindstrom
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Title Date Contracts Administrator Date
OFM CONTRACT NO. K3006 Page 4 of 22
EXHIBIT A-
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
As used throughout this contract, the following terms shall have the meaning set forth below:
a. "AGENCY" shall mean the Office of Financial Management of the State of
Washington, any division, section, office, unit or other entity of the AGENCY, or any
of the officers or other officials lawfully representing that AGENCY.
b. "AGENT" shall mean the Director, and/or the delegate authorized in writing to act
on the Director's behalf.
C. "CONTRACTOR" shall mean that firm, provider, organization, individual or other
entity performing service(s) under this contract, and shall include all employees of
the CONTRACTOR.
d. "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" means SUBCONTRACTOR(s) in any tier.
2. ACCESS TO DATA
In compliance with RCW 39.26.180(2),the CONTRACTOR shall provide access to data generated
under this contract to 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.
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 the AGENCY.
4. AMENDMENTS
With the exception of administrative changes,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. In the case of administrative
changes, both parties agree that changes can be memorialized by letter.
OFM CONTRACT NO. K3006 Page 5 of 22
S. 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.
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.
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. 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.
9. 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.
OFM CONTRACT NO. K3006 Page 6 of 22
10. 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 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 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, 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.
11. 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.
OFM CONTRACT NO. K3006 Page 7 of 22
12. DEBARMENT: CERTIFICATION REGARDING DEBARMENT,SUSPENSION OR
INELIGIBILITY AND VOLUNTARY EXCLUSION—PRIMARY AND LOWER TIER COVERED
TRANSACTIONS
a. CONTRACTOR, defined as the primary participant and it principals, certifies by signing
these General Terms and Conditions that to the best of its knowledge and belief that they:
1) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
department or agency.
2) Have not within a three-year period preceding this Contract, been convicted of
or had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain,or
performing a public or private agreement or transaction,violation of Federal or
State antitrust statutes or commission of embezzlement, theft,forgery, bribery,
falsification or destruction of records, making false statements,tax evasion,
receiving stolen property, making false claims, or obstruction of justice;
3) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity(Federal, State, or local)with commission of any of the
offenses enumerated in paragraph (1)(b) of federal Executive Order 12549; and
4) Have not within a three-year period preceding the signing of this Contract had
one or more public transactions(Federal, State,or local)terminated for cause of
default.
b. Where the CONTRACTOR is unable to certify to any of the statements in this Contract,
the CONTRACTOR shall attach an explanation to this Contract.
c. The CONTRACTOR agrees by signing this Contract that it shall not knowingly enter into
any lower tier covered transaction with a person who is debarred, suspended, declared
ineligible, or voluntarily excluded from participation in this covered transaction, unless
authorized by AGENCY.
d. The CONTRACTOR further agrees by signing this Contract that it will include the clause
titled "Certification Regarding Debarment,Suspension, Ineligibility and Voluntary
Exclusion-Lower Tier Covered Transaction," as follows,without modification, in all lower
tier covered transactions and in all solicitations for lower tier covered transactions:
OFM CONTRACT NO. K3006 Page 8 of 22
LOWER TIER COVERED TRANSACTIONS
1) The lower tier CONTRACTOR certifies, by signing this Contract that neither it nor
its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction
by any Federal department or agency.
2) Where the lower tier CONTRACTOR is unable to certify to any of the statements
in this Contract, such contractor shall attach an explanation to this Contract.
e. The terms covered transaction, debarred, suspended, ineligible, lower tier covered
transaction, person, primary covered transaction, principal, and voluntarily excluded, as
used in this section, have the meanings set out in the Definitions and Coverage sections
of the rules implementing Executive Order 12549. You may contact AGENCY for
assistance in obtaining a copy of these regulations.
13. DISALLOWED COSTS
The CONTRACTOR is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its Subcontractors.
14. 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
AGENT.
a. 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 3 working calendar days after the parties agree that they cannot resolve the
dispute.
b. The respondent shall send a written answer to the requester's statement to both the
agent and the requester within 5 working calendar days.
c. 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.
OFM CONTRACT NO. K3006 Page 9 of 22
d. 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.
15. 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
services or expenses.
16. CONTRACTOR CERTIFICATION REGARDING ETHICS
By signing this Agreement,the CONTRACTOR certifies that it is in compliance with Chapter 42.23
RCW and shall comply with Chapter 42.23 RCW throughout the term of this agreement.
17. 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.
18. INDEMNIFICATION
To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless
State, agencies of State and all officials, agents and employees of 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 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.
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.
OFM CONTRACT NO. K3006 Page 10 of 22
19. 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 accrue
to such employee under law. Conduct and control of the work will be solely with the
CONTRACTOR.
20. 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.
21. 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.
22. 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.
OFM CONTRACT NO. K3006 Page 11 of 22
23. 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.
24. NONDISCRIMINATION
During the performance of this contract,the CONTRACTOR shall comply with all federal and
state nondiscrimination laws, regulations and policies.
25. 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
services 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.
26. 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.
27. 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.
OFM CONTRACT NO. K3006 Page 12 of 22
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.
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.
28. 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.
29. RIGHT OF INSPECTION
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.
30. 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.
31. 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.
32. 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.
OFM CONTRACT NO. K3006 Page 13 of 22
33. 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.
34. 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.
35. TERMINATION DUE TO CHANGE IN FUNDING
If the funds AGENCY relied upon to establish this Contract are withdrawn or reduced,or if
additional or modified conditions are placed on such funding, AGENCY may immediately
terminate this Contract by providing written notice to the CONTRACTOR. The termination shall
be effective on the date specified in the notice of termination.
36. 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 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
OFM CONTRACT NO. K3006 Page 14 of 22
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.
37. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this contract,the AGENCY may, by 10 calendar 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,the AGENCY 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.
38. 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
completed work and services accepted by the AGENCY, and the amount agreed upon by the
CONTRACTOR and the AGENCY 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 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:
a. Stop work under the contract on the date, and to the extent specified, in the
notice;
b. 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;
OFM CONTRACT NO. K3006 Page 15 of 22
C. 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;
d. 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;
e. 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;
f. Complete performance of such part of the work as shall not have been
terminated by the AGENT; and
g. 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.
39. 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 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.
OFM CONTRACT NO. K3006 Page 16 of 22
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.
40. 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) 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.
41. 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.
42. WAGE THEFT CERTIFICATION
CONTRACTOR certifies by signing this agreement that,to the best of its knowledge and belief,
they have not been determined by a final and binding citation and notice of assessment issued
by the Washington Department of Labor and Industries or through a civil judgment entered by a
court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082,
OFM CONTRACT NO. K3006 Page 17 of 22
any provision of RCW chapters 49.46,49.48,or 49.52 within three(3)years prior to the date of
the above-referenced procurement solicitation date.
OFM CONTRACT NO. K3006 Page 18 of 22
EXHIBIT B
SCOPE OF WORK/DELIVERABLES
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:
January 1-February 29,2020
Activity Deliverable Number Maximum Total
planned Reimbursable
Per Unit Cost
Organize Date,time, name
informational of event, 250-500
table at King word report on
County Library, outcomes S $200/event $1,600.00
downtown Kent,
and community
nonprofits
Produce and Screen copy of
place social ad, number of
media ads with boosts paid for, 5 languages $200/language
paid boosts and report on boost $1,000.00
metrics related to
views, clicks, etc.
Translation Copy of
and/or translation or
interpretation 250-500 word
51anguages $1,000/language $5,000.00
report of how
interpreter(s)was
used.
Staff services:2 Narrative report
part-time of up to 1,000
promoters words describing $30/hour,
2 x approx. 93 inclusive of
activities $5,600.00
conducted during hours taxes and
the invoice benefits
period
Event at King Date,time, name
County Housing of event. List of
Authority attendees,
complex w/food agenda, 250-500 1 $6,000.00
truck& word report on
videogame truck outcomes
OFM CONTRACT NO. K3006 Page 19 of 22
Census FAQ
training—open
to public
Mobile billboard Date,time of
ads in top 3 billboards, hours
languages driven, number
driving around of people 3 $2,500 $7,500.00
the 8 low reached
response census
tracts
INVOICE#1 $26,700.00
(02.29.2020)
TOTAL
March 1-April 30, 2020
Activity Deliverable Number Maximum Total
planned Reimbursable
Per Unit Cost
Organize Date,time, name
informational of event, 250-500
table at King word report on
County Library, outcomes 8 $200/event $1,600.00
downtown Kent,
and community
nonprofits
Produce and Screen copy of
place social ad, number of
media ads with boosts paid for, $200/language
5 languages $1,000.00
paid boosts and report on boost
metrics related to
views, clicks, etc.
Staff services: 2 Narrative report
part-time of up to 1,000
$30/hour,
promoters words describing
2 x approx. 170 inclusive of
activities $10,200.00
hrs. taxes and
conducted during
benefits
the invoice
period
Event at King Date,time, name
County Housing of event. List of
1 $6,000.00
Authority attendees,
complex w/food agenda, 250-500
OFM CONTRACT NO. K3006 Page 20 of 22
truck& word report on
videogame truck outcomes
Census FAQ
training—open
to public
Mobile billboard Date,time of
ads in top 3 billboards, hours
languages driven, number
driving around of people 3 $2,500 $7,500.00
the 8 low reached
response census
tracts
INVOICE#2 $26,300.00
(04.30.2020)
TOTAL
May 1-June 30,2020
Activity Deliverable Number Maximum Total
planned Reimbursable
Per Unit Cost
Organize Date,time, name
informational of event, 250-500
table at King word report on
County Library, outcomes 8 $200/event $1,600.00
downtown Kent,
and community
nonprofits
Produce and Screen copy of
place social ad, number of
media ads with boosts paid for, 5 Ian ua es $200/language
paid boosts and report on g g boost $1,000.00
metrics related to
views, clicks, etc.
Staff services:2 Narrative report
part-time of up to 1,000
promoters words describing $30/hour,
2 x approx. 170 inclusive of
activities hrs. taxes and $10,200.00
conducted during
the invoice benefits
period
Event at King Date,time, name
County Housing of event. List of 1
Authority attendees, $6,000.00
complex w/food agenda, 250-500
OFM CONTRACT NO. K3006 Page 21 of 22
truck& word report on
videogame truck outcomes
Census FAQ
training—open
to public
Mobile billboard Date,time of
ads in top 3 billboards, hours
languages driven, number
driving around of people 3 $2,500 $7,500.00
the 8 low reached
response census
tracts
INVOICE#3 $26,300.00
(06.30.2020)
TOTAL
OFM CONTRACT NO. K3006 Page 22 of 22