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TEAM AGREEMENT This Team Agreement (this "Agreement”) is entered into between adidas America, Inc., an Oregon corporation (“adidas”), and Eastern Washington University ("School"). This Agreement is effective as of July 1, 2018 and ending on June 30, 2023 (See Section 8 regarding Term). RECITALS ‘A. School fields athletic teams and programs in: Men's Basketball, Women’s Basketball, Men's Cross Country, Women’s Cross Country, Women’s Golf, Football, Women’s Soccer, Men’s Tennis, Women’s Tennis, Men’s Track & Field, Women’s Track & Field, Women’s Volleyball (each, a “Team") and retains and supports the coaches, staff and student athletes in connection therewith (collectively, the “Team Participants”). B. adidas designs, manufactures, distributes, and sells athletic footwear, apparel and related accessories and equipment through its Team Direct Sales Program (the “adidas ‘Team Program”), the terms and conditions of sale are updated periodically in the adidas Team Sales Catalog. The products included in the adidas Team Program include Footwear Products, Non-Footwear Products, and Baseball, Fastpitch and Lacrosse Products (each as defined in Section 2 below) (collectively, “adidas Products"). adidas wishes to support School and its athletic teams and programs by, as more specifically described in this Agreement, supplying adidas Products to School under the adidas Team Program. . School wishes to acquire and use adidas Products under the adidas Team Program and consistent with the terms of this Agreement. The parties agree as follows: AGREEMENT 2. adidas Products. 12, Footwear Products. During the Term, School agrees to purchase adidas Footwear Products directly from adidas for Team Participants’ use in accordance with the adidas Team Program (459% off MSRP / 30% off MSRP for all MiTeam footwear products). “Footwear Products’ means all footwear for Team Participants for all Team events, including competition, practices, training, coaching, travel, recruiting and media engagements. 2.2. Apparel, Custom Uniforms, Accessories and Equipment. During the Term, School agrees to purchase, directly from adidas, Non-Footwear Products for Team Participants use in accordance with the adidas Team Program (50% off MSRP for all apparel) for Team Participants’ use in each case for all Team events. “Non-Footwear Products” means all apparel, uniforms (including custom 13. 1.4 1.5. 16. a 22. uniforms), accessories, equipment (including travel bags, headwear, socks, wristbands, gloves, watches, eyewear, hard goods, and inflatables) included in the adidas Team Program, but excluding Footwear Products Baseball, Fastpitch, and Lacrosse Products, During the Term, School agrees to purchase, directly from adidas, fielding gloves/mitts, batting helmets, catcher's protective equipment, gloves, bats, sticks, shoulder pads, elbow pads, and protective eyewear (e.g. goggles) at 37.5% off MSRP for Team Participants’ use. No Warranties. adidas shall not be liable for any injury or damage suffered by School or Team Participants from wearing or using adidas Products, and School hereby expressly knowingly and irrevocably waives all such liability, except to the extent such injury or damage is caused by adidas’s gross negligence or willful misconduct. ALL GOODS PURCHASED OR OTHERWISE ACQUIRED BY SCHOOL PURSUANT TO THIS AGREEMENT ARE TRANSFERREDAS-IS. ADIDAS HEREBY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE THAT MAY ARISE BY ‘COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Orders. School will provide written purchase orders to adidas ("Orders") from time to time. An Order is not considered accepted by adidas until the adidas Products are shipped or until adidas sends an acknowledgement. Shipping. All Orders, including those of adidas’ licensees, are FOB adidas (FOB shipping point for all domestic shipments and FOB port for direct shipments). School assumes all risk of loss upon delivery of Products to School or School's representation at the FOB point. In the event of any conflict between this Section of the Agreement and any Order, invoice, or other communication between adidas and School now existing or hereafter entered into, the terms of this Agreement shall prevail Athletic Activities. During the Term, School shall ensure that each Team {including all Team Participants) exclusively uses and wears adidas Products whenever engaged in any Team event and any other athletic activities for which such attire is appropriate, including games and practice sessions, being filmed by motion picture or video tape, posing for photographs, and conducting or participating in camps or clinics. No Spatting. School shall not permit any Team Participant or any other person to “spat”, obstruct or alter adidas’s logos and marks in any way. Exceptions to this Section 2 require written approval by adidas, which will not be reasonably withheld. License. School hereby grants to adidas the right and license, during the Term and at all times thereafter to the extent necessary for adidas’ performance of this Agrement, to use School's name and trademarks worldwide in connection with the development, promotion, marketing, advertising and sale of adidas Products. School shall not grant any comparable right to any other person or entity if the other person or entity is engaged in any business competitive with adidas. This license includes the right to use School's name, nickname, initials, photograph, likeness, image or facsimile image, video or film portrayals and any other means of expressing School's use of adidas Products in connection with, but not limited to, television and radio advertisements, print advertisements, advertisements on any public or private on-line service or the Internet, catalogs, posters, billboards, building murals, video or audio promotional productions, promotional or marketing appearances, and hang tags and other in-store displays. School acknowledges that no royalty shall be paid on adidas Products provided by adidas to School's Teams and Team Participants under this ‘Agreement. Adidas agrees that if School determines any promotion, marketing, advertising, or publicity reflects negative on School or harms the School's reputation in any way, adidas will immediately, upon Schoo!'s request, remove such promotion, marketing, advertising or publicity Promotional Merchandise. 4.1. Merchandise Provided if Purchase Minimums Met. During the Term, adidas will provide School with merchandise listed in Section 4.2 below, during each School Fiscal Year (defined as July 1 through June 30) of the Term, contingent upon School achieving and maintaining minimum annual purchase volumes of $275,000 (which includes custom uniform purchases directly through the adidas Team Program). If School ails to comply with minimum purchase requirements, School will pay adidas cash compensation equivalent to the sales shortfall. 4.2. Promotional Merchandise for Each School Year. For each School Year, during the Term, adidas shall provide the following types and values of Promotional Merchandise: Amount Athletic Director Discretionary Fund $220,000 Re-signing Bonus $25,000 “Promotional Merchandise” means promotional merchandise orders from the adidas Team Sales Catalog. Any Promotional Merchandise allotments exclude any product provided by third party vendors or licensees including Agron, Saranac, HFS, and any 3 5. other vendors or licensees authorized by adidas. Unused Promotional Merchandise amounts, as of 5:00 PM EST May 30, are forfeited by School. As a result, Promotional Merchandise cannot be carried from one School Year to the next. Incentive Compensation. adidas shall provide School the following bonus amounts in any School Year if School achieves the applicable goals during such School Year Goal Promotional Allotment Bonus Annual Purchase Volume Exceeds $350,000 $35,000 ‘Annual Purchase Volume Exceeds $400,000 $530,000 Every $50K purchase volume increase (next level $450k) = an additional s30K product bonus up to 600K purchase annually. 830,000 “Annual Purchase Volume Goals are Cumulative Big Sky President's Cup Recipient $5,000 Football NCAA Playoff Appearance $10,000 Football Conference Coach of the Year $4,000 Football National Championship Game Appearance $10,000 Football National Championship $25,000 MBB/WEB Regular Season Conference Championship $5,000 MBB/WBB NCAA Tourney Appearance $20,000 MBB/WBB Conference Coach of the Year $2,000 MBB/WBB NCAA Sweet 26 Appearance $25,000 MBB/WBB NCAA Elite 8 Appearance Z $20,000, MBB/WBB NCAA Final 4 Appearance $30,000 MBB/WBB NCAA National Championship $50,000 Volleyball/W Soccer NCAA Tourney Appearance $5,000 VolleyballW Soccer Conference Coach of the Year ___ $2,000 Volleyball/W Soccer National Championship a $25,000 All Sports not listed above -- Conference Championship $1,000 All Sports not listed above -- Conference Coach of the Year $2,000 6. Marketing Benefits. In all media and methods of communication listed below, School shall identify adidas as the School's exclusive athletic footwear, apparel, and accessory brand permitted to advertise its products ATHLETIC COLLATERAL MATERIALS — Adidas logo placement in all Football, Men’s & Women’s Basketball, Volleyball, Track & Field related media guides and game day programs. Adidas logo placement on all collateral materials used to promote EWU Athletics including, but not limited to schedules, posters, camp brochures and coach's clinics. Option to include a fiyer/brochure provided by adidas into the football and basketball season ticket holder mailings free of charge. STADIUM SIGNAGE — Roos Field & Reese Court: Highly visible adidas corporate logo signs within football complex (location and number to be determined), rotating signage at scorer's table on basketball court, include temporary signage at other sports venues where appropriate. ATHLETIC WEBSITE — adidas logo and link on www.goeags.com , link to Eagle Gear Store that FEATURES adidas-Eagle licensed product and adidas licensed Fan retail items School shall also provide (2) PA announcements during each Football, Men’s and Women’s Basketball, and Volleyball home games listing adidas os the oficial supplier/outfitter of EWU Athletics. (2) Video Board announcements during each Football and Men’s and Women’s Basketball home games listing adidas as the official supplier/outfitter of EWU Athletics. Schedule Permitting, Head Coaches of Football, Men’s and Women’s Basketball will make (2) adidas sponsored appearance per year. Written request will be provided (30) days in advance. SEASON TICKETS - Adidas will be granted up to (8) complimentary Football and (8) complimentary Men’s Basketball tickets upon request. Adidas will be provided up to (4) complimentary post-season tickets upon request for All Sports. Representations and Warranties. Each party represents and warrants that such party (i) is not party to any agreement, contract or understanding, whether oral or written, that would prevent, limit or hinder the performance of any of its obligations under this Agreement; and (ii) has the due and proper authority to enter into and perform its obligations under this Agreement. Term and Termination. Term. This Agreement shall remain in effect from July 2, 2028 and until June 30, 2023, unless sooner terminated pursuant to the terms of this Agreement (the "Term"), If mutually agreed to in writing by both Parties, this Agreement may be extended in one (a) year periods for a total contract length not to exceed seven (7) years from the effective date. 82. 8.2. 83. Termination for Cause. Either party may terminate this Agreement if the other party materially breaches this Agreement and, if such breach is curable, fails to cure such breach within 30 days of written notice from the non-breaching party. The parties acknowledge and agree that the breach of Section 2 constitutes an incurable material breach of this Agreement. ‘Termination by adidas. adidas may, in its sole discretion, reduce the amount of Promotional Merchandise described in Section 4 by 50% or terminate this Agreement if (a) one or more coaches, Teams or players are suspended or otherwise subject to material disciplinary action by the NCAA, including any disciplinary action that limits the Team's competitiveness or prevents the Team from participating in regular season or tournament games; or (b) in adidas’ sole estimation one or more coaches, Teams, or players engage in conduct that reflects poorly on adidas or that harms adidas’ reputation in any way Right of Suspension or Reduction. If the School has breached any term of this Agreement and failed to cure such breach after receiving written notice from adidas, adidas may suspend or reduce payments of incentive compensation andJor reduce the dollar amount of adidas Products available to School under Section 4 according to the following schedule: For the first offense, there will be a 259% reduction in the amount of Promotional Merchandise. The second offense will incur a 50% reduction in the amount of Promotional Merchandise or termination of the Agreement. The third offense will incur a 100% reduction in the amount of Promotional Merchandise or termination of the Agreement, at adidas’ sole discretion. Any reductions in the amount of Promotional Merchandise will be deducted in the following School Year unless the breach occurs in the final year of this Agreement, in which case the deduction will occur in the current School Year or in the first renewal year. The decision to apply the deduction in the current School Year or the first renewal year rests entirely with adidas. 84. Effect of Termination; Survival. The right of termination under this Agreement is not exclusive and isin addition to any and all other rights and remedies available to the parties under applicable law. The termination of this Agreement shall not relieve a party from liability for a prior breach of this Agreement. The provisions of this Agreement that by their context or nature are intended to survive the expiration or termination of this Agreement, including Sections 9.2 and 9.2 shall survive the expiration or termination of this Agreement. 9. Covenants of Parties. 92. 93: 94. Confidentiality. Subject to applicable state public records law, the terms of this Agreement are strictly confidential and neither party may disclose the terms hereof to any third party without the prior written consent of the other party. Notwithstanding the foregoing, either party may disclose the terms hereof to such party's professional, financial and similar advisors provided such persons are bound by covenants or obligations prohibiting further disclosure and restricting their use of such information to purposes consistent with the provisions of this Agreement. Compliance with Law. Each party shall comply with all laws, rules and regulations applicable to it in the performance of its obligations under this Agreement. No Resale, During and after the Term, School agrees to not sell or distribute, or topermit the sale or distribution of, any adidas Products acquired pursuant to this, Agreement, provided that School may sell such adidas Products to: (i) affiliates of the School, including on-campus retail outlets that provide services or sales to the School's teams, athletic facilities, faculty, students and visitors; and (ii) vendors of the School that provide services to the School's teams or athletic facilities but only to the extent related to vendor's provision of service to the ‘School. Limitation of Liability. ADIDAS WILL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, CONTINGENT, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE OR USAGE, COST OF SUBSTITUTE GOODS, ADDITIONAL COSTS INCURRED BY SCHOOL, OR CLAIMS OF THIRD PARTIES. ADIDAS’S TOTAL LIABILITY TO SCHOOL FOR DAMAGE OR LOSS ARISING OUT OF, OR IN ANY WAY RELATED TO, THE SALE OF ADIDAS PRODUCTS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND/OR GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY OR ANY OTHER CAUSE SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE ADIDAS PRODUCTS TO WHICH SUCH CLAIM RELATES. 20. 2. Notices. Notices required by this Agreement shall be sent to the address listed below or to such other address as the parties may from time to time by notice provide. IFto adidas: Ifto School: adidas America, Inc. Eastern Washington University 5055 N. Greeley Ave. Procurement & Contracts Portland, OR 97237 Attn: Director, Procurement & Contracts Attn: Director, U.S. Team Sports 238 Tawanka Cheney, WA 99004 With a copy to: adidas America, Inc. 5055 N. Greeley Ave. Portland, OR 97217 Attn: Legal Dept. Notices effective when actually received if sent by any means that leaves a hard-copy record in the hands of the recipient. If sent registered mail, postage prepaid, return receipt requested, notice shall be deemed effective on the date the return receipt shows the notice was accepted, refused, or returned undeliverable. Miscellaneous. aa. 21.2. 12.3. 31.4. 12.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of this Agreement will not be in any way impaired. Choice of Law; Venue; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. The parties hereby agree and consent to the exclusive jurisdiction and venue of any federal or State court located in Spokane County, Washington. Binding Effect. This Agreement will be binding on and inure to the benefit of the parties and their respective heirs, personal representatives, successors and permitted assigns. Assignment. Neither Party shall assign, sell or transfer this Agreement or any of its rights, interests or obligations under this Agreement without the other Party's prior written consent, which shall not be reasonably withheld. Construction. The captions used in this Agreement are provided for convenience only and will not affect the meaning or interpretation of any provision of this Agreement. All references in this Agreement to “Section” or “Sections” without additional identification refer to the Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Whenever the words include or including are used in this Agreement, they will be deemed to be followed by the words without limitation. 12.6. Expenses. Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its own expenses in connection with the preparation, execution and performance of this Agreement and the transactions contemplated by this Agreement. School shall be solely responsible for the payment of all taxes or other associated expenses on any compensation or considerations received under this Agreement 12,7. Schoolladidas Relationship. Nothing contained in this Agreement shall be construed as establishing an employer/employee, agency, partnership or joint venture relationship between the parties. Entire Agreement. This Agreement, together with any exhibits, schedules or attachments, the Terms and Conditions of the adidas Team Sales catalog in place at the time of each Order, the account or credit application completed in connection with execution of this Agreement, and any other documents incorporated into this Agreement by reference, all as amended from time to time, are incorporated into this Agreement by reference, and constitute the entire understanding between the parties with respect to the subject matter hereof and cannot be amended or modified except by an agreement in writing, signed by each of the parties. The order of precedence for resolving a conflict between terms and conditions contained in this Agreement shall be as follows: (i) this Agreement, (ii) EWU's RFP Document JS 84-38 "Athletic Apparel, Uniforms, Accessories, and Footwear, (iii) EWU's insurance requirements, attached and incorporated as ‘Exhibit A’ to this Agreement (iv) EWU's general terms and conditions, attached and incorporated as ‘Exhibit B to this Agreement, (v) the Terms and Conditions of the adidas Team Sales catalog in place at the time of an Order, and (vi) the account or credit application. All previous understandings or agreements between the parties related to the subject matter herein shall have no further force and effect. Signature page to follow IN WITNESS WHEREOF, the undersigned individuals hereby certify that they are duly authorized to execute this Agreement on behalf of the parties. adidas America, Inc. EASTERN WASHINGTON UNIVERSITY ame:Chnis McGuire. : Title:Semior Di roctur Sports Marketing iene esa Title: Lege O Coumse?, ClobN hese7 Compliance Exhibit A: Adidas insurance Requirements 1.0 INSURANCE COVERAGE 41.1 General Requirements 1.2 Contractor shall, at its own expense, obtain and keep in force insurance as follows during the Period of Performance of the Contract. Upon request, Contractor shall furnish evidence in the form of @ Certificate of insurance satisfactory to EWU that insurance, in the following kinds and minimum amounts, thas been secured. Failure to provide proof of insurance, as required, may, at EWU's sole option, result in the Contract’s termination 1.3 Contractor shall include all Subcontractors as insureds under all required insurance policies, or shall furnish separate Certificates of Insurance and endorsements for each Subcontractor. Subcontractor(s) must comply fully with all insurance requirements stated herein, Failure of ‘Subcontractor(s) to comply with insurance requirements does not limit Contractor's liability or responsibilty 1.4 Allinsurance provided in compliance with the Contract shall be primary as to any other insurance or self-insurance programs afforded to or maintained by EWU. 2.0 Specific Requirements 21 Commercial General Liability Insurance: The Contractor shall at al times during the Period of Performance of the Contract, carry and maintain commercial general liability insurance and, if necessary, commercial umbrella insurance for body injury and property damage arising out of services provided Under the Contract. Ths insurance shall cover such claims as may be caused by any act, omission, or negligence of the Contractor or its officers, agents, representatives, assigns, or servants. ‘The insurance shall also cover bodily injury, including disease, illness and death, and property damage arising out of the Contractor's premises/operations, independent contractors, products/completed operations, personal injury and advertising injury, and contractual liability (including the tort liability of another assumed in a business contract), and contain separation of insureds (cross liability) conditions, The limits of liability insurance shall not be less than as follows: General aggregate limits (other than products- $2 million completed operations) Products-completed operations aggregate $2 milion Personal and advertising injury aggregate ‘Si milion Each occurrence (applies to all of the above) ‘$i milion Fire damage limit (per occurrence) $50,000 Medical expense limit (any one person) $5,000 22 Business Auto Policy: In the event that services delivered pursuant to the Contract involve the Use of vehicles, or the transportation of clients, automobile liability insurance shall be required. The coverage provided shall protect against claims for bodily injury, including illness, disease, and death; and property damage caused by an occurrence arising out of or in consequence of the performance of services by the Contractor, Subcontractor, or anyone employed by either. Contractor shall maintain business auto liability and, if necessary, commercial umbrella liability insurance ‘with @ combined single limit not less than $1 million per occurrence. The business auto liability shall include Hired and Non-Owned coverage. 23. Employer's Liability (Stop Gap): The Contractor will at all times comply with all applicable ‘workers’ compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable and will maintain Employer's Liability insurance with a limit of no less than $1 million. EWU will not be held responsible in any way for claims fled by the Contractor or their ‘employees for services performed under the terms of the Contract. 3.0 Additional insurance Provisions All above insurance policies shall include, but not be limited to, the following provisions: 3.1 Additional Insured: EWU will be covered as an additional insured, with the CG 20 10 04 13, Additional Insured — Owners, Lessees or Contractors- Scheduled Person or Organization endorsement, on all general lability, umbrella, excess, and property insurance policies. All palicies shall be primary over any other valid and collectable insurance, 3.2 Notice of Policy Cancellation/Non-Renewal 3.2.1 For insurers subject to RCW 48.18 (admitted and regulated by the Washington State Insurance Commissioner), a written notice shall be given to EWU's Risk Manager or designee 45 calendar days prior to cancellation or any material change to the policy as it relates to the Contract. Written notice shall include the affected Contract reference number. 3.2.2 For insurers subject to RCW 48.15 (Surplus Lines), a written notice shall be given to EWU's Risk Manager or designee 20 calendar days prior to cancellation or any material change to the policy or polices related to the Contract. Written notice shall include the affected Contract reference number. 3.2.3 If cancellation on any policy is due to non-payment of premium, a written notice shall be given to EWU's Risk Manager or designee 10 calendar days prior to cancellation. Written notice shall include the affected Contract reference number. 3.3. Identification: Policies and certificates of insurance shall include the affected Contract reference umber. 3.4 Insurance Carrier Rating: The insurance required above shall be issued by an insurance company ‘authorized to do business within the State of Washington. Insurance is to be placed with a carrier that has 2 rating of A-Class Vil or better in the most recently published edition of Best’s Reports. Any exception ‘must be reviewed and approved by EWU’s Risk Manager, by submitting a copy of the Contract and. evidence of insurance before Contract commencement. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with RCW 48.15 and WAC 284-15, 3.5 Excess Coverage: The limits of all insurance required to be provided by the Contractor shall be no less than the minimum amounts specified. However, coverage in the amounts of these minimurn limits shall not be construed to relieve the Contractor from liability in excess of such limits. 3.6 Limit Adjustments: EWU reserves the right to increase or decrease limits as appropriate. 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, EWU may terminate the Contract. This provision does not waive any of the Washington State Department of Labor and Industries (L&l) rights to collect from the Contractor. 12 1 Exhibit B: EWU General Terms and Conditions DEFINITIONS - As used throughout this Contract, the following terms shall have the meaning set forth below: ‘A. EWU shall mean Eastern Washington University, any division, section, office, unit or other entity of EWU, of any of the officers or other officials lawfully representing EWU. B. Agent shall mean the Vice President of Business & Finance or assigned delegate authorized to act on behalf of EWU. Contractor shall mean that firm, provider, organization, individual or other entity performing, service(s) under this Contract, and shall include all employees of Contractor. . Subcontractor shall mean one not in the employment of Contractor, who is performing all or part of those services under this Contract under a separate contract with Contractor. The terms "Subcontractor" and "Subcontractors" means Subcontractor(s) in any tier. E. Confidential information means information that may be exempt from disclosure to the public or cother unauthorized persons under either chapter 42.56 of the Revised Code of Washington (RCW) or other state or federal law. Confidential Information includes, but is not limited to, personal information as defined in RCW 19.255.010 and RCW 42.56.590, names, addresses, social security ‘numbers, email addresses, telephone numbers, student educational records as defined in the Family Educational Rights and Privacy Act, financial profiles, credit card information, consumer information as defined in 16 CFR. § 682.1, driver's license numbers, protected health information as defined in 45 CFR, Parts 160 and 164, law enforcement records, EWU source code or object code, EWU. security data, IP addresses, og-on user identification information, configuration parameters, or any information identifiable to an individual that relates to any of the types of information listed above. ACCESS TO DATA - In compliance with RCW 39.26.180, Contractor shall provide access to data generated under this Contract to EWU, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes access to al information that supports the findings, conclusions, and recommendations of Contractor's reports, including computer models and methodology for those models. Except, however, no such data will be provided ifthe Contractor halds such information as trade secret, trade dress, or other protectable intellectual property where such disclosure would create significant finance loss 10 the Contractor. ADVANCED PAYMENTS PROHIBITED - No payments in advance of or in anticipation of goods or services to be provided under this Contract shall be made by EWU. AMENDMENTS - This Contract may be amended by mutual agreement of the parties. Such amendments shall ‘not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. ‘AMERICANS WITH DISABILITIES ACT (ADA) - 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, ASSIGNMENT - Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned bby Contractor without prior written consent of EWU. However, transfers or assignments made to affiliated ‘companies or entities that agreed to assume all obligations under the Agreement shall not require prior written consent. 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, COVENANT AGAINST CONTINGENT FEES - 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, 13 10. a. 2 13, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by Contractor for securing business. EWU shall have the right, in the event of breach of this clause by 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 DISALLOWED COSTS - Contractor is responsible for any audit exceptions or disallowed costs incurred by its ‘own organization or that of its Subcontractors. 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 i. Be in writing; li, State the disputed issue(s); li State the relative positions of the parties; iv, State Contractor's name, address, and Contract number; and ¥. Be mailed to the Agent and the other party's (respondent's) project manager within three working calendar days after the parties agree that they cannot resolve the dispute. 8. The respondent shall send a written answer to the requester’s statement to both the Agent and the requester within five (5) working calendar days. C._The Agent shall review the written statements and reply in writing to both parties within ten (10) working days. The Agent may extend this period if necessary by notifying the parties. 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. DUPLICATE PAYMENT- EWU shall not pay 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. FORCE MAJEURE A. The term “force majeure” means an occurrence that is beyond the control of the party affected and could not have been avoided by exercising reasonable diligence. Force majeure shall include acts of war, riots, strikes, fire, floods, windstorms, epidemics or other similar occurrences. 8. Except for payment of sums due, neither party shall be liable to the other or deemed in breach under this Contract f, and to the extent that, such party's performance of this Contract is prevented by reason of force majeure. C._Hfeither party is delayed by force majeure, said party shall provide written notification within 48 hours. The notification shall provide evidence of the force majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and written notification of same shal ikewise be provided. So far as consistent with the rights reserved below, the time of completion shall be extended by contract amendment for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this Contract, 1D. EWU reserves the right to authorize an amendment to this Contract, terminate the Contract, and/or purchase materials, supplies, equipment and/or services from the best available source during the time of force majeure, and Contractor shall have no recourse against EWU. INDEPENDENT CAPACITY OF CONTRACTOR - Nothing contained in this Contract is intended to create, nor shall it be construed to create, any relationship between the Parties other than that of independent parties contracting with each other solely for the purpose of effectuating the provisions of this Contract. This Contract is not intended to create a relationship of agency, representation, joint venture, or employment between the Parties. Nothing herein contained shall prevent any of the Parties from entering into similar 14 arrangements with other parties. The parties intend that an independent contractor relationship will be created by this Contract. Contractor and its employees or agents performing under this Contract are not employees or agents of EWU. Contractor will nat hold himself/herself out as or claim to be an officer or employee of EWU or of the State of Washington by reason hereof, nor will 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 Contractor. 14. LICENSING, ACCREDITATION AND REGISTRATION - Contractor shall comply with all applicable local, state, and {federal licensing, accreditation and registration requirements/standards, necessary for the performance of this Contract. 15. 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 of any clause or condition of this Contract isnot effective or binding unless made in writing and signed by the Agent. 16. NONDISCRIMINATION - The Parties agree to comply with all applicable state and federal laws, rules, regulations, and executive orders governing equal employment opportunity, immigration, and nondiscrimination, including the Americans with Disabilities Act. ‘A. Contractor shall not discriminate against any employee or applicant for employment because of race, creed, color, national origin, marital status, sex, sexual orientation, gender identity, age, status as a disabled veteran, recently separated veteran, active duty wartime or campaign badge veteran, or ‘Armed Forces service medal veteran (collectively referred to as “protected veterans") or the presence of any sensory, mental, or physical disabilty. To the extent applicable, Contractor shall take affirmative action to employ, advance in employment, and otherwise treat qualified individuals ‘without discrimination based on their status as a protected class in all employment practices. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training. 8. Contractor shall in all solicitation for employees or job orders for employees placed with any ‘employment agency, union, or other firm or agency, state that all qualified applicants shall receive ‘consideration for employment without regard to race, creed, color, national origin, marital status, sex, sexual orientation, gender identity, age, protected veteran status, or the presence of any sensory, mental, or physical disability. The words “equal opportunity employer" in advertisements shall constitute compliance with this section. Contractor shall send to each labor union, employment agency, or representative of works with which it has a collective bargaining agreement or other contract or understanding, a notice advising the labor union, employment agency, or workers’ representative of Contractor's obligations ‘according to this Contract and RCW 49.60. . Contractor shall include the provisions of the foregoing paragraphs A and B in every sub- agreement fr purchase order for the goods or services which are the subject matter of this Contract. E._ Inthe event of non-compliance or refusal to comply by the Contractor with any of these non- discrimination provisions or any nondiscrimination law or regulation, EWU shall have the right, at its option, to rescind, cancel, or terminated this Contract in whole or in part, and Contractor may be declared ineligible for further contracts with EWU. Contractor shall be given notice of its ‘noncompliance and a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the “Disputes” procedure set forth herein. In the event this Contract is terminated under this provision, EWU shall be entitled to pursue the same remedies against Contractor and pay the same amount for services rendered as set forth in section ofthis Contract governing Termination for Cause. 17. RECORDS MAINTENANCE - 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 MWBE 15 18, 19, 20. 24, 2 23, participation, protection and use of EWU’s Confidential Information, and accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. Records of Contractor's payroll and reimbursable expenses pertaining to this Contract shall be kept on a generally recognized accounting basis, shall be available to EWU to EWU or its authorized representatives at mutually convenient times. Contractor shal retain such records for a period of six (6) years following the date of final payment. if any litigation, claim or aucitis started before the expiration of the six (6) year period, the records shall be retained until all tigation, claims, or audit findings involving the records have been resolved. ‘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 EWU, personnel duly authorized by EWU, the Office of the State Auditor, the Department of Enterprise Services, the Joint Legislative and Review Committee, and federal and state officials so authorized by law, regulation or agreement. This includes access to documents and all Information that supports Contractor's services provided under this Contract. During the Contract’s term, Contractor shall provide access to these items within Spokane County. Contractor shall be responsible for any audit exceptions or disallowed costs incurred by Contractor or any of its Subcontractors. Contractor shall incorporate in its subcontracts this section’s records retention and review requirements. REGISTRATION WITH DEPARTMENT OF REVENUE - Contractor shall complete registration with the Washington ‘State Department of Revenue and be responsible for payment ofall federal, state, and local taxes due on payments made under this Contract. RIGHT OF INSPECTION - Contractor shall provide right of access to its facilities to EWU, or any of its officers, or to any other authorized agent or offical of the State of Washington or the federal government, at all reasonable times, inorder to monitor and evaluate performance, compliance, and/or quality assurance under this Contract. SEVERABILITY - If any provision of this Contract or any document incorporated by reference violates any statute or rule of law of the State of Washington, such invalid provisions shall be declared severed and the remainder of this Contract shall remain binding SITE SECURITY - While on EWU premises, Contractor, its agents, employees, or Subcontractors shall conform in all respects with physical, fire or other security policies or regulations. SUBCONTRACTING - Neither Contractor nor any Subcontractor shall enter into subcontracts for any of the work contemplated under this Contract without obtaining prior written approval of EWU. In no event shall the existence of the subcontract operate to release or reduce the liability of Contractor to EWU for any breach in the performance of Contractor's duties. This clause does not include contracts of employment between Contractor and personnel assigned to work under this Contract. Additionally, Contractor is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this Contract 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 Confidential Information without the express written consent of EWU or as provided by law. TAXES - All payments accrued because of payroll taxes, unemployment contributions, or any other taxes, Insurance or other expenses for Contractor or its staf shall be the sole responsibilty of Contractor. Contractor is also required to pay all necessary taxes of any foreign country where they may do business, as well as any necessary taxes, premiums, and licenses necessary to do business in the United States and the State of Washington, 16 24 25. 26, 2. TERMINATION FOR CONFLICT OF INTEREST - EWU may terminate this Contract by written notice to Contractor if EWU determines, after due notice to Contractor and examination, that any party has violated chapter 42.52 RCW, Ethics in Public Service or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this Contract is so terminated, EWU shall be entitied to pursue the same remedies against Contractor as it could pursue in the event Contractor breaches this Contract. The rights and remedies of EWU provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. ‘TERMINATION FOR FUNDING - 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, EWU ‘may terminate the Contract under the "Termination for Convenience" clause, without the thirty-day notice requirement, subject to renegotiation at EWU's discretion under those new funding limitations and conditions, ‘TERMINATION FOR WITHDRAWAL OF AUTHORITY - In the event that EWU's authority to perform any of its duties is withdrawn, reduced, or limited in any way after the commencement of this Contract and prior to normal completion, EWU may terminate this Contract by seven (7) calendar day's written notice to Contractor. No penalty shall accrue to EWU in the event this section shall be exercised. This section shall not bbe construed to permit EWU to terminate this Contract in order to acquire similar Services from a third party. ‘TERMINATION PROCEDURES - Upon termination of this Contract, EWU, in addition to any other rights provided in this Contract, may require Contractor to deliver to EWU 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. EWU shall pay to Contractor the agreed upon price, if separately stated, for completed work and services ‘accepted by EWU, and the amount agreed upon by Contractor and EWI for (i) completed work and services for which no separate price is stated, (i) partially completed work and services, (li) other property or services that are accepted by EWU, and (iv) the protection and preservation of property, unless the termination is for default, in which case EWU shall determine the extent of the liability of EWU. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Contract. EWU may ‘withhold from any amounts due Contractor such sum as EWU determines to be necessary to protect EWU against potential loss or lability. The rights and remedies of EWU 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 EWU, Contractor shall: ‘A. Stop work under the Contract on the date, and to the extent specified, in the notice; BL 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; CC. Assign to EWU, 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 EWU 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 forall the purposes of this clause; Transfer title to EWU and deliver in the manner, atthe 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 EWU; F. Complete performance of such part of the work as shall not have been terminated by EWU; 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 isin the possession of the Contractor and in which EWU has or may acquire an interest 7 28. THIRD PARTIES - Nothing contained in this Contract is intended to create, nor shall be construed to create, any right in any third party. Nor shall any third party have any right to enforce the terms of this Contract. 29. TREATMENT OF ASSETS - Title to all property furnished by EWU shall remain EWU’s, Title to all property furnished by Contractor, for the cost of which Contractor is entitled to be reimbursed as a direct item of cost tunder this Contract, shall pass to and vest in EWU upon delivery of such property by Contractor. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in EWU ‘upon i) issuance for use of such property in the performance of this Contract, or (i) commencement of use of such property in the performance of this Contract, or (il) reimbursement of the cost thereof by EWU in whole rin part, whichever first occurs. ‘A. Any property of EWU furnished to Contractor shall, uniess otherwise provided herein or approved by EWU, be used only for the performance of this Contract. 8. Contractor shall be responsible for any loss or damage to property of EWU that results from the negligence of Contractor or which results from the failure on the part of Contractor to maintain and ‘administer that property in accordance with sound management practices. ._ Ifany EWU property is lost, destroyed or damaged, Contractor shall immediately notify EWU and shall take all reasonable steps to protect the property from further damage. D. Contractor shall surrender to EWU all property of EWU prior to settlement upon completion, termination or cancellation of this Contract. E.Allreference to Contractor under this clause shall also include Contractor's employees, agents or Subcontractors. 30. U.S. DEPARTMENT OF TREASURY, OFFICE OF FOREIGN ASSETS CONTROL - EWU 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.treasury.gov/resource-center/sanctions/SDN. List/Pages/default.aspx. Compliance with OFAC payment rules ensures that EWU does not conduct business with individuals or organizations that have been determined to be supparters of terrorism and international drug dealing or that pose other dangers to the United States. Prior to making payment to individuals or organizations, EWU will download the current OFAC SON file and compare it to EWU and statewide vendor files. n the event of a positive match, EWU 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 Contractor in writing and terminate the Contract according to the Termination for Convenience provision without making payment. EWU 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. 31. 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 EWU. 18

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