Contract Between the State of Washington Office of Financiai Management and McKinsey Company, Inc. Washington DC This Contract, OFM Contract N0.K31SO, is made and entered into by and between the state of Washington, Office of the Governor, hereinafter referred to as the and the below name firm, hereinafter referred to as McKinsey Company, inc. Washington DC. 1200 19th Street NW Suite 1000 Phone: 973/6413901 Emaii: McKinsev Contracts@mckinsey,com UBI 603 283 980 1 PURPOSE The purpose of this contract is to have CONTRACTOR provide the AGENCY with a Governor 5 Decision Support Tool (?Toot?) specific to Washington State. The purpose of the Tool Is to provide the AGENCY with integrated data and information support to assist in the state?s decision~ma king processes around its handiing of the response. The CONTRACTOR will customize its existing risk tool for Washington-specific needs, done by monitoring and interpreting health data for the Governor?s Office and agency heads, developing additional data/information for social services and vulnerable popuiation needs, and augmenting and refining the health tool with economic analyses. 2. SCOPE OF WORK at Exhibit A, attached hereto and incorporated by reference, contains the Generai 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. The CONTRACTOR provide services and staff, and otherwise do all things necessary for or incidental to the performance of work in Exhibit B, Statement of Work, attached hereto. Shouid further and/or more specific tasks be required by the AGENCY or CONTRACTOR, additional Statements of Work showing such tasks shall be executed by both parties. All Statements of Work shall include what are appiicable, the team/staff who will be doing the work, a timeline for the work, and the weekly fees for the proposed team(s) Upon completion of the DELIVERABLES, the parties to this agreement agree to execute a Statement of Work regarding the further and of each party in regards to the DELIVERABLES. OFM CONTRACT NO.K3150 Page 1 of 23 3. CONTRACTOR ROLE The services performed relative to this CONTRACT are not, nor shall be, interpreted as legal or regulatory, and do not constitute advice or recommendations on policy or political matters. CONTRACTOR will not be involved in, or support, any advocacy, policy, or lobbying efforts. Services do not supplant management, policy?making, or decision- making functions. AGENCY is solely responsible for its decisions (including policy decisions), use of the DELIVERABLES and any other materials received, and compliance with applicable laws, rules and regulations. CONTRACTOR will not engage in any direct communication with any government official for the purpose of influencing legislative or administrative action on behalf of AGENCY. Direct communications include appearing as a witness before, talking to (either by phone or in person), corresponding with, or answering questions or inquiries from, any government official, either personally or through an agent who acts under direct supervision, control, or direction. 4. PERIOD OF PERFORMANCE The period of performance under this contract will be May 26, 2020, regardless of date of execution, through December 31, 2020, unless terminated earlier by the AGENCY. 5. COMPENSATION Total compensation payable to CONTRACTOR for satisfactory performance of the work specified in Exhibit 8, Statement of Work/Deliverables, to this agreement shall not exceed One Million Three Hundred Twenty Thousand Dollars including all expenses. Compensation will be paid at the weekly rate of One Hundred Sixty?Five Thousand dollars per week for eight weeks. Should AGENCY decide to engage CONTRACTOR for work beyond the initial eight weeks of this agreement, both parties will negotiate a new Statement of Work with applicable fees. 6. 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 not more frequently than The invoice shall describe and document, to the satisfaction: a. A description of the work performed. This description must include a weekly summary of the work done in a format acceptable to The staff member or team who did the work; And the total fee for that invoice. d. The invoice shall include reference to OFM Contract and shall note Contract Exception? in the body of the invoice. {30? OFM CONTRACT NO.K3150 Page 2 of 23 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. Should any invoice remain unpaid for more than 30 days after submission of the invoice, interest will accrue on the outstanding amount at a rate of 1% per month, calculated from the day after invoice submission until the date of payment. 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 material term or condition of this contract, provided that CONTRACTOR is first provided written notice at least ten (10) calendar in advance to allow CONTRACTOR to cure any such problem. No payment in advance or in anticipation of services or supplies to be provided under this contract shall be made by the AGENCY. 7. VENDOR REGISTRATION Contractors are required to be registered in the Statewide Vendor Payment system, prior to submitting a request for payment under this Contract. No payment shall be made until the registration is completed. 8. 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: Name: Kunal Modi Name: Sheri Sawyer Address: 555 California Street, Suite 4800 Address: 302 Sid Snyder Ave. SW Address: San Francisco, CA 94104 Address: Olympia, WA 98501 Telephone Number: 415/318.5032 . Telephone Number: 360/480.9321? E-mail: E-mail: sheri.sawyer@gov.wa.gov 9. 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 in writing. 10. The CONTRACTOR shall provide insurance coverage, which shall be maintained in full force and effect during the term of this contract, as follows: a. Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, no less than $1,000,000 per occurrence and $2,000,000 per aggregate. Additionally, the CONTRACTOR is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. OFM CONTRACT NO.K31SO - Page 3 of 23 lo. Automobile Liability. in the event that services delivered pursuant to this contract involve the use of vehicles, unowned by the CONTRACTOR, automobile liability insurance shall be required. The minimum limit for automobile liability is: $1,000,000 Combined Single Limit for bodily injury and property damage. c. The insurance required shall be issued by an insurance company/ies authorized to do business within the state of Washington, and shall include the state of Washington, its agents and employees as additional insureds under the insurance policy/ies. All policies shall be primary to any other valid and collectable insurance. CONTRACTOR shall give AGENCY thirty (30) calendar days advance notice of any insurance cancellation. if so requested, CONTRACTOR shall submit to AGENCY within fifteen (15) calendar days of the contract effective date, a certificate of insurance that outlines the coverage and limits defined in the Insurance section. CONTRACTOR shall submit renewal certificates as appropriate during the term of the contract. . 11. 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 locjal laws, rules, and regulations. 12. SOLICITATION EXCEPTION On February 29, 2020, Governorlay lnslee declared a state of emergency due to the outbreak of the novel coronavirus. Response to the emergency has created special market conditions for many ofthe goods and services that assist in preparing for, and fighting against, the spread of the virus. Thus, the Director of the Washington State Department of Enterprise Services, who has the authority to provide for exceptions from competitive solicitation requirements when direct negotiation for such purchases are in the best interest of the state, has excepted from the competitive procurement requirements, and the sole source contract approval process, procurements for goods and services that are directly related to the state?s response to the coronavirus. I 13. ORDER OF PRECEDENCE In the event of an inconsistency in this contract, the inconsistency shall be resolved by giving precedence in the following order: 0 Applicable federal and state of Washington statutes and regulations 0 This basic contract instrument . Exhibit Statement of Work 0 Exhibit A General Terms and Conditions 0 Any other?provision, term or material incorporated herein by reference or otherwise incorporated 14. 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. CONTRACT NO.K3150 Page 4 of 23 15. 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. 16. APPROVAL This contract shall be subject to the written approval of the authorized representative and shall not be binding until 50 approved. The contract may be altered, amended, or waived only by a written amendment executed by both parties. MCKINSEY CO., WASHINGTON D.C. OFFICE OF FINANCIAL MANAGEMENT Signature Rosalyn Marcus 10 202 11 June 2020 Senior Partner une Title Date Assistant Director Date OFM Legal Legislative Affairs OFM CONTRACT NO.K3150 Page 5 of 23 EXHIBITA - GENERAL TERMS AND CONDITIONS 1. DEFINETIONS As used throughout this contract, the following terms shall have the meaning set forth below: a. 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. shall mean the firm, and shall include all employees of the CONTRACTOR. c. shall mean pre-existing materials not directly produced or enhanced under the CONTRACT, including but not limited to discoveries, formulae, ideas, improvements, inventions, methods, models, processes, techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams, drawings, Software, databases, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, content, or industry perspectives. d. shall mean the Governor?s Decision Support Tool, which will reside with AGENCY, of and for the benefit of the Governor?s cabinet agencies, found at cabinet e. shall mean the Director of the Washington State Office of Financial Management, and/or the delegate authorized in writing to act on the Director?s behalf. 2. ACCESS TO DATA In compliance with RCW 39.26.1809), the CONTRACTOR shall provide access to data generated and furnished to AGENCY 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 is required solely for the purpose of meeting their legal obligations. 3. ADVANCE PAYMENTS No payments in advance of or in anticipation of goods or services to be provided under this contract shall be made by the AGENCY. OFM CONTRACT NO.K3150 Page 6 of 23 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 in writing. 5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the 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 accommodations, state and local government services, and telecommunications. 6. ASSIGNMENT Neither this contract, nor any claim arising under this contract, shail be transferred or assigned by the CONTRACTOR without prior written consent of the AGENCY. 7. 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. OF INFORMATION The CONTRACTOR shall not use or disclose any information concerning the AGENCY, or information that may be classified by AGENCY as confidential (?Confidential information?), 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. Confidential Information shall not include information that is or becomes pubiicly available, already known, independently acquired or developed by CONTRACTOR. Should CONTRACTOR have access to Confidential information as defined in this agreement, CONTRACTOR agrees to sign a Confidentiality Statement/Non?Disclosure Agreement in a format mutually acceptable to the AGENCY and CONTRACTOR. CONTRACTOR wil'i reasonably cooperate with the AGENCY in responding to any iegaiiy required disclosure. In performing the Services, CONTRACTOR will use and rely primarily on information and data avaiiable from public sources and information and data provided by or on behalf of the AGENCY, including the Confidential information. AGENCY acknowiedges and agrees that, with respect to such information and data: it shall comply with all applicable laws and regulations in gathering and providing the same, and has obtained the necessary consents of individual data subjects with respect to any personal data; it has and will have full and sufficient right to assign or grant the rights and/or licenses in and to such information and data for use as authorized pursuant to this agreement,- CONTRACTOR has no obiigation to independently verify any such information or data; and it shail OFM CONTRACT NO.K3150 Page 7 of 23 notify CONTRACTOR if it becomes aware that AGENCY is in breach of any of the foregoing representations and warranties. Upon termination, cancellation, expiration or other conclusion of this Contract or any license granted hereunder, the CONTRACTOR will destroy all copies of confidential information in the possession, unless the Contract Manager consents in writing to the preservation of a copy of the confidential information for archival purposes, provided that CONTRACTOR may retain such confidential information only as required by applicable law, regulation or documented professional archival policy or as otherwise authorized or instructed by AGENCY. Any confidential information retained will at all times remain subject to the terms and conditions of this agreement, including with named to confidentiality, security and non-disclosure. 9. OF 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 that there is a violation of the Ethics in Public Service Act, Chapter 42.52 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 DIRECTOR makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes? clause of this contract. I 10. COPYRIGHT Unless otherwise provided, all produced under this contract, and upon full payment to CONTRACTOR, shall be owned by the AGENCY. The AGENCY shall be considered the author of such DELIVERABLES. 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 including all intellectual property rights, to the AGENCY of such with the exception of CONTRACTOR TOOL, provided that CONTRACTOR is free to copy, use, share, and disclose the CONTRACTOR shall retain ownership of CONTRACTOR TOOL. To the extent the DELIVERABLES include any embedded CONTRACTOR TOOL, CONTRACTOR hereby grants to the AGENCY a nonexclusive, royalty-free, irrevocable, non~sublicensable license to use and copy the TOOL. The CONTRACTOR represents that CONTRACTOR has all applicable rights and permissions, including intellectual property rights and rights of OFM CONTRACT NO.K3150 Page 8 of 23 publicity, necessary to grant such a license to the AGENCY. AGENCY agrees that, without prior written permission, it will not, or permit any third party to: access, copy, or reverse engineer any CONTRACTOR TOOL or remove or circumvent security or technological safeguards, including notices, digital protection mechanisms, metadata, watermarks, or disclaimers provided with any CONTRACTOR TOOL. AGENCY agrees that, without prior written permission, it will not allow any third party, with the exception of Washington governmentai or quasi-governmental entities, to copy or reverse engineer the or remove or circumvent security or technological safeguards, including notices, digital protection mechanisms, metadata, watermarks, or disclaimers provided with the The CONTRACTOR shall exert all reasonable effort to advise the AGENCY, at the time of delivery of materials furnished under this contract, of ali 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. 11. COVENANT AGAINST CONTINGENT FEES The CONTRACTOR warrants that no person or selling agent has been empioyed 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 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. 12. DEBARMENT: DEBARMENT, SUSPENSION OR AND VOLUNTARY AND LOWER TIER COVERED TRANSACTIONS a. Contractor, defined as the primary participant and it principals, certifies by signing these Generai Terms and Conditions that to the best of its knowledge and belief thatthey: 1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntariiy 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 OFM CONTRACT NO.K3150 . Page 9 of 23 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 ofjustice; 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 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 or 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: 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. OFM CONTRACT NO.K315O Page 10 of 23 13. 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 DIRECTOR. a. The request for a dispute hearing must: I Be in writing; I State the disputed I State the relative positions of the parties,- . State the name, address, and contract number; and . Be sent to the DIRECTOR and the other party?s (respondent?s) contract manager within 3 working caiendar days after the parties agree that they cannot resoive the dispute. is. The respondent shall send a written answer to the requester?s statement to both the and the requester within 5 working calendar days. c. The shail review the written statements and reply in writing to both parties within 10 working days. The may extend this period if necessary by notifying the parties. 01. The parties agree that this dispute process shali 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. 14. DUPLICATE PAYMENT The AGENCY shali not pay the CONTRACTOR, ifthe 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. 15. LAW This contract shall be construed and interpreted in accordance with the iaws of the State of Washington, and the venue of any action brought hereunder shali be in the Superior Court for Thurston County. OFM CONTRACT NO.K3150 Page 11 of 23 16. INDEMNIFICATION and LIMITATION of To the extent permitted bylaw, each party to this agreement shall indemnify, defend, and hold harmless the other party from and against any claim arising out of or incident to either party?s or any subcontractor?s performance or failure to perform the contract, or for any third-party claims for injuries or death arising out of or resulting from the other party?s intentional or grossly negligent performance of the contract. Either party?s obligation to indemnify, defend, and hold harmless the other shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials. ?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. liability for direct damages shall be limited to one (1) times the total contract value. The parties agree that neither CONTRACTOR nor AGENCY shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or Special damages. 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. 17. 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 employeesor 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. 18. INDUSTRIAL INSURANCE COVERAGE The CONTRACTOR shall comply with the provisions of Title 51 RCW, industrial insurance (workers? compensation). 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 lndustrial 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, Division of insurance Services. This provision does not waive any of L&i?s rights to collect from the CONTRACTOR. - OFM CONTRACT NO.K3150 Page 12 of 23 19. LICENSING, ACCREDITATION AND REGISTRATION The CONTRACTOR shall comply with all applicable iocal, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this contract. 20. LIMITATION OF AUTHORITY Only the DIRECTOR or 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 DIRECTOR or delegate. 21. NONCOMPLIANCE WITH LAWS in the event of the 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. 22. During the performance of this contract, the CONTRACTOR shall comply with all federal and state nondiscrimination laws, regulations and policies. 23. PRIVACY Personal information including, but not limited to, ?Protected Health Information,? coilected, 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, 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 I return of all personal information. The CONTRACTOR agrees to indemnify and hold harmless the AGENCY for any damages related to the unauthorized use of personal information, provided however that in no case shall damages be higher than one times the total value of the contract. OFM CONTRACT Page 13 of 23 24. PUBLICITY The CONTRACTOR agrees to submit to the AGENCY all advertising and publicity matters relating to this contract wherein the name is mentioned or language used from which the connection of the name may, in the 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, unless otherwise required by law. 25. 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. CONTRACTOR shall retain such records fora 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, personnei 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 ali litigation, claims, or audit findings involving the records have been resoived. The parties agree that for purposes of such a review, records shall be defined as invoices. and final 26. 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. 27. 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, provided that AGENCY will submit to CONTRACTOR written notice of AGENCY access, and wiil agree to an escort of the AGENCY representative while at the CONTRACTOR facilities. OFM CONTRACT NO.K3150 Page 14 of 23 28. 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. 29. While on AGENCY premises, CONTRACTOR, its agents, employees, or subcontractors shall conform in respects with physical, fire or other security policies or regulations. 30. SUBCONTRACTING Neither the CONTRACTOR nor any SUBCONTRACTOR shall enter into subcontracts for any of the work contemplated under this contract without obtaining prior written approvai 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 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. 31. 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. 32. 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 or suspend this Contract by providing written notice to the Contractor. The termination shall be effective no later than the end of the week within which notice was provided. 33. FOR CAUSE in the event the AGENCY determines the CONTRACTOR has failed to comply with the material conditions of this contract in a timeiy 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. OFM CONTRACT NO.K3150 Page 15 of 23 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, 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 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. 34. FOR CONVENIENCE Except as otherwise provided in this contract, the AGENCY may, by 10 calendar days written notice, 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. 35. 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 I 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, it separately stated, for completed work and services accepted by the AGENCY, and the amount agreed upon by the CONTRACTOR and the AGENCY for completed work and services for which no separate price is stated, (ii) partially completed work and services, 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 shali determine the extent of the liability of the AGENCY. Failure to agree with such determination shail 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 determines to be necessary to protect the AGENCY against potential loss or liability. OFM CONTRACT NO.K3150 Page 16 of 23 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 ofa notice of termination, and except as otherwise directed by the 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 except as may be necessary for completion of such portion of the work under the contract that is not terminated; c. Assign to the AGENCY, in the manner, at the times, and to the extent directed by the 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 settie or pay any or 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 ofthe to the extent may require, which approval or ratification shall be final for all the purposes of this clause; e. Transfer titie to the AGENCY and deiiver in the manner, at the times, and to the extent directed by the any property which, if the contract had been completed, would have been required to be furnished to the f. Complete performance ofsuch part of the work as shall not have been terminated by the and g. Take such action as may be necessary, or as the 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. 36. TREATMENT OF ASSETS a. Title to all property furnished by the AGENCY shall remain in the AGENCY. b. Any property of the AGENCY furnished to the CONTRACTOR shall, unless otherwise provided herein or approved by the AGENCY, be used oniy 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 CONTRACT NO.K3150 Page 17 01?23 from the failure on the part of the CONTRACTOR to maintain and adininister 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 employees, agents or SUBCONTRACTORS. 37. 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 (SON) and Blocked Persons sanctions list located at 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) ifthe 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. I 33. 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. 39. 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 OFM CONTRACT N0.i<3150 Page 18 of 23 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 willfuliy violated, as defined in RCW 49.48.0232. 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. 40. EVENT if an event, circumstance, regulation, restriction, development or a combination thereof (an ?Adverse Event?), whether or not foreseeable or preventable through the exercise of reasonable diligence, occurs, is implemented or becomes effective during the term of this agreement and makes it unsafe (or gives rise to a health risk), impracticable, onerous, uneconomic or burdensome for either party to this agreement to proceed with or continue the performance of the Services or any part thereof (inciuding, without limitation, the occurrence of any Adverse Event having the characteristics of force maieu re such as natural disaster, act of God, act of government, war and other hostilities, terrorism, protest, external disruptions, pandemic, or others), either party may, upon notice in writing to other party, suspend the Services indefiniteiy untii such time as the Adverse Event has subsided and the parties mutually deem it practicable for the Services to resume. if the suspension exceeds 60 days, either party may terminate this agreement upon notice in writing to the other party. Suspension hereunder shall be without liability and without payment of any amount by way of penalty, damages or other compensation. 41. WARRANTY The information included in the is intended to inform the management and business judgement only and wit! not contain, nor are the provided for the purpose of constituting or informing, policyjudgments or advice. CONTRACTOR emphasizes that statements of expectation, forecasts and projections relate to future events and are based on assumptions that may not remain valid for the whole of the relevant period. Consequentiy, they cannot be relied upon, and CONTRACTOR expresses no opinion as to how closely the actual results achieved correspond to any statements of expectation, forecasts or projections. CONTRACTOR makes no representation or warranty regarding the accuracy, adequacy, validity, availability or compieteness of any information in the however, CONTRACTOR agrees to use standard commercial practices in determining the type, source, and/or use of the data informing the and represents that the Governor?s Decision Tool will function in substantial conformance with the minimum technical requirements agreed to by CONTRACTOR and AGENCY. OFM CONTRACT N0.K3150 Page 19 of 23 42. NOTIFICATION OF PUBLIC REQUESTS This contract is deemed a Pubiic Record as defined in chapter 42.56 of the Revised Code of Washington. if a public records request is made for the records or under this contract, AGENCY will notify CONTRACTOR of the request and ofthe date that the records will be released to the requester unless the CONTRACTOR obtains a court order enjoining that disclosure. If CONTRACTOR faiis to obtain the court order enjoining disciosure, AGENCY will release the requested information on the date specified. If CONTRACTOR obtains a court order from a court of competentjurisdiction enjoining disclosure pursuant to Chapter 42.56 RCW, or other state or federal law that provides for nondisciosure, AGENCY shall maintain the confidentiality of the information per the court order. 43. PATENT AND COPYRIGHT CONTRACTOR, at its expense, shall defend, indemnify, and save AGENCY harmless from and against any third-party claims against AGENCY directly resulting from the DELIVERABLES supplied hereunder, or use of the DELIVERABLE within the terms of this Contract, knowingly infringes any patent, copyright, trade secret, trademark, or other similar proprietary right of a third party. CONTRACTOR shall pay all costs of such defense and settiement and any penaities, costs, damages and attorneys? fees awarded by a court or incurred by AGENCY limited to two-times the contract value provided that AGENCY: a. notifies CONTRACTOR in writing of the claim, but failure to provide timely notice shall only reiieve CONTRACTOR from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to and b. Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR sole control of the defense and ali related settlement negotiations. if such claim has occurred, or in opinion is likely to occur, AGENCY agrees to permit CONTRACTOR, at its option and expense, either to procure for AGENCY the right to continue using the DELIVERABLE or to repiace or modify the same so that they become non" infringing and functionally equivalent. If use of the DELIVERABLE is enjoined by a court and CONTRACTOR determines that none of these aiternatives is reasonably available, CONTRACTOR, at its risk and expense, wili take back the /or Work Product and provide AGENCY a refund. CONTRACTOR shall have no liability for any claim of infringement arising solely from: a. compliance with any designs, specifications or instructions of b. Modification of the DELIVERABLE by AGENCY or a third party without the prior knowiedge and approval of or CONTRACT NO.K3150 Page 20 of 23 c. Use of the DELIVERABLE in a way not specified by CONTRACTOR uniess the claim arose against DELIVERABLE independently of any of these specified actions. OFM CONTRACT NO.K3150 Page 21 of 23 EXHIBIT - STATEMENT OF 1. STATEMENT OF WORK CONTRACTOR will provide services and staff, and otherwise do ali things necessary for or incidentai to the performance of work, as set forth beiow: a. Collaborate daily with AGENCY staff and leadership throughout state government; Provide a formal presentation/update at least every other week throughout the course of this engagement; and c. Provide a summary presentation at the end of the project. 2. DELIVERABLES CONTRACTOR shall produce for, and provide with, the AGENCY a Governor?s Decision Support Tool ("Tool?) specific to Washington State. The purpose of the Tooi is to provide the AGENCY with integrated data and information support to assist in the state?s decision-making processes around its handling of the response. in order to fulfill this contract, CONTRACTOR shall: a. Monitor and interpret for the AGENCY and other state agency secretaries heaith data. 1) CONTRACTOR wiil setup and customize its existing risk tool for Washington~specific needs design for the attributes required, regionai 8; county specific segments required). CONTRACTOR support the real~time customization and interpretation of the tool through following activities: a) identifying additional data sources and updates to integrate into the tool, including Washingtonuspecific data; b) Setting up a user?friendly interface to quickly and easily consume the anaiytics from the tooi; c) Briefing decision making bodies, key advisors/Cabinet as needed; and d) Participating in regular meeting cadences to understand use of data/information and additional support needs b. Develop additionai datafinformation for social services and vulnerabie population needs. CONTRACTOR will identify major decision?making needs across domains and the necessary data sources (actual or proxy datasets). Additional activities to build out the information needed and support interpretation include: identifying major decision~making needs across domain and likely data sources (actual or proxy); Comparing with existing agency dashboards, other states? dashboard inputs, etc.; Working with stakeholders across government to refine Building any analytics logic required to make/ inform decisions using the data; Setting up a user-friendly interface to quickiy and easily consume the analytics from the tool; integrating into dashboard updates/monitoring, alongside health information; and OFM CONTRACT NO.K3150 Page 22 of 23 7) Participating in regular meeting cadences to understand use of data/information and additional support needs. c. Augment and refine the heaith tool with economic analyses. CONTRACTOR will build linkages with other existing data sources, including integrated disease modeling, to inform economic implications of decisions. Additional activities undertaken to support this work stream include: 1) Tying health data to economic outcomes with appropriate correlations input data on the efficacy of interventions or reopening measures from analogous counties/state/ countries); 2) Continualiy integrating latest economic data to account for impacts to residents and businesses; and 3) Presenting a unified health and economic dashboard. 3. a. The CONTRACTOR will provide the following staffing: 1) Partners Dilip Wagie, Gretchen Berlin, and additional partner(s) who together will be accountable for delivery, actively manage this contract, and lead problem solving with the team; - A full-time team of one Engagement Manager and three Consultants and additional COVlD?specific expertise; and 3) Experts who bring additional expertise and experience on industry and functional topics: Jordan VanLare, Jess Kahn, and Kana Enomoto. 4) Any replacement of the above named stafic on this scope of work must be approved by AGENCY. b. The CONTRACTOR shall provide to the AGENCY the following support: 1) Analytical modeling and support on best practices; 2) Research team available around?the-clock to answer AGENCY questions about issues inciuding, but not limited to, best practices and important trends; and 3) Graphic design, research, and analytics support teams. OFM CONTRACT NO.K3150 Page 23 0f 23