WTIA Vs WA Department of Labor & Industries

1
6 SUPERIOR COURT OF THE STATE OF WASHINGTON

IN AND FOR KING COUNTY
7
8 WASHINGTON TECHNOLOGY INDUSTRY

ASSOCIATION-WORKFORCE INSTITUTE,
9 No. _______________
Plaintiff,
10 COMPLAINT
11 v.
12 STATE OF WASHINGTON, DEPARTMENT

OF LABOR & INDUSTRIES,
13
Defendant.
14
15
16 Plaintiff Washington Technology Industry Association-Workforce Institute files this
17 Complaint against Defendant State of Washington, Department of Labor & Industries, alleging
18 as follows:
19 I. PARTIES
20 1. Washington Technology Industry Association-Workforce Institute (“WTIA-WI”)
21 is a non-profit business organized under the laws of the State of Washington.
22 2. The Washington State Department of Labor and Industries (“L&I”) is an agency
23 of the State of Washington.
24 II. JURISDICTION & VENUE
25 3. This Court has jurisdiction over cases involving disputes relating to duly
26 authorized contracts awarded by Washington State agencies. As discussed further below, L&I
27
Davis Wright Tremaine LLP
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Seattle, WA 98104-1610
206.622.3150 main · 206.757.7700 fax
1 has materially breached the Contract, including the Contract’s disputes provisions. The
2 commencement of this action is thus WTIA-WI’s only available remedy.
3 4. In accordance with RCW 4.92.010, venue is proper in King County, Washington.
4 III. FACTS
5 5. WTIA-WI is Washington State’s premier apprenticeship organization for the
6 development of diverse, certified talent in the fields of Information Technology. Its mission is to
7 create and sponsor apprenticeship programs to serve the technology sector, with a focus on
8 improving access to high-wage jobs for diverse populations that are underrepresented in the
9 technology sector, including women, veterans, underrepresented minorities, and persons with
10 disabilities.
11 6. On or about April 29, 2016, WTIA-WI entered into a “Grant Contract” (the
12 “Contract”) with L&I (Attachment 1).
13 7. The purpose of the Contract was to create and implement a registered
14 apprenticeship program in the information technology industry, for the American Apprenticeship
15 Initiative grant project. The American Apprenticeship Initiative (“AAI”) grant project is
16 administered by the U.S. Department of Labor (“DOL”). DOL describes American
17 Apprenticeship Initiative Grants as “providing a catalyst in supporting a uniquely American
18 apprenticeship system that meets our country’s particular economic, industry, and workforce
19 needs.”
20 8. In September of 2015, DOL awarded $175 million in AAI grants to 46 public-
21 private partnerships, which support the expansion of quality and innovative American
22 Apprenticeship programs in high-growth and high-tech industries, including health care,
23 information technology, and advanced manufacturing.
24 9. L&I was awarded a $5 million grant to fund the Get in I.T. and Apprenticeship
25 program. The project was to implement a registered apprenticeship program in the information
26 technology (“IT”) industry in partnership with WTIA-WI and Microsoft Corporation.
27 Apprentices would receive innovative and revolutionary in-class training and on-the-job
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1 learning, and would serve 3,100 participants including 1,000 registered apprentices in IT and the
2 traditional trades (i.e., construction, plumbing, etc.) within the State of Washington.
3 10. Through WTIA-WI’s Contract with L&I, L&I was a grant recipient and WTIA-
4 WI was deemed a “subrecipient” of federal AAI grant funds awarded to L&I. The Contract’s
5 period of performance began on October 1, 2015 and ended on September 30, 2020, unless
6 terminated sooner or extended by L&I. The approved budget for the WTIA-WI’s Contract was
7 $3.5 million.
8 Facts Leading to L&I’s Improper Withholding of Contract Payments from WTIA-WI
9 11. In 2019, DOL conducted a site visit and audit of L&I’s administration of the AAI
10 Grant and L&I’s Contract with WTIA-WI. DOL issued a “Findings Report” in May 2019 that
11 identified a number of “Corrective Actions” for L&I to ensure compliance with federal grant
12 regulations, knows as the “Uniform Guidance,” at 2 C.F.R. 200. Some of these findings required
13 formal responses from WTIA-WI.
14 12. Through 2019 and into 2020, WTIA-WI cooperated with L&I to resolve findings
15 and Corrective Actions identified by DOL. Several of these finding were closed by DOL prior to
16 the end of 2019.
17 13. At some point after DOL issued its findings, L&I decided to conduct its own audit
18 of WTIA-WI’s performance under the Contract. L&I engaged a third-party firm, Branch,
19 Richards & Co. P.S. (“Branch Richards”), to audit WTIA-WI’s compliance with the Contract
20 and specifically, with the “Uniform Guidance” for the period beginning October 1, 2015 and
21 ending on October 31, 2019. Branch Richards set forth its findings in a report dated March 10,
22 2020.
23 14. L&I transmitted Branch Richards’ findings to WTIA-WI by letter dated April 10,
24 2020 and requested that WTIA-WI respond within 30 days, accepting or contesting such
25 findings.
26 15. WTIA-WI provided a 36-page point by point response to the Branch Richards
27 report under cover of letter to L&I dated May 11, 2020. WTIA-WI stated that, although it felt
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1 strong in its positions, it was committed to working amicably and promptly with L&I to expedite
2 the audit resolution process. WTIA-WI also noted that, while continuing to provide services to
3 L&I under the Contract, L&I had not paid WTIA-WI for any monthly invoices since April 30,
4 2019, (at that point, a period of 13 months) and that this was causing a significant financial
5 burden to WTIA-WI.
6 16. On August 11, 2020, Branch Richards prepared a follow-on report to L&I, which
7 L&I deemed to be Branch Richards’ “final report” responding to WTIA-WI’s May 11, 2020
8 response. With limited exception, Branch Richards found no new supportive information to alter
9 the findings in its initial report.
10 17. By letter dated August 26, 2020, L&I issued WTIA-WI a notice of termination for
11 convenience. L&I informed WTIA-WI that it had “ongoing serious concerns” with WTIA-WI’s
12 cost accounting practices, and that “L&I is terminating the Contract thirty (30) days from the
13 date of this letter.” L&I also stated that “WTIA WI will be liable for damages authorized by
14 contract and by law,” and that “L&I may withhold from payments due to WTIA WI such sum as
15 the Director determines necessary to protect L&I against potential loss or liability.” L&I closed
16 by requesting an “immediate conversation” with WTIA-WI’s leadership team to discuss L&I’s
17 concerns.
18 18. Over the following month, representatives of WTIA-WI’s leadership team,
19 including WTIA-WI’s outside accounting and legal representatives, met with L&I, including
20 representatives from L&I’s Fraud Prevention & Labor Standards, Office of Internal Audit, and
21 Accounting for the purpose of working through and resolving the issues in the audit.
22 19. During the course of these discussions, L&I agreed to set aside the Branch
23 Richards audit findings, as they did not conform to Uniform Guidance standards or traditional
24 yellow book auditing practices. WTIA-WI’s auditors, consultants and counsel provided detailed
25 support documents and, in addition, provided legal support to WTIA-WI’s accounting and work
26 processes. L&I came to agree with WTIA-WI’s position during the course of these discussions,
27
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1 and agreed in principle to process payment to WTIA-WI for invoiced and unpaid costs between
2 April 2019 and June 2020 by the first week of October 2020.
3 20. WTIA-WI’s total invoiced and unpaid costs for the period between April and
4 December 2019 was $444,260.71.
5 21. WTIA-WI’s total invoiced costs for the period between January 2020 and
6 September 2020 was $337,842.23, September 30 being the end or expiration of the five-year
7 Contract between the parties.
8 22. During the course of these discussions, specifically on September 28, 2020,
9 WTIA-WI agreed with L&I that its invoiced amounts would be reduced by $112,974.69 as
10 “disallowed costs.” As restitution for mutually agreed-upon disallowed costs, WTIA-WI asked
11 if such costs could be netted out of the payment due from L&I. L&I responded that it needed to
12 see receipt of funds. Thus, L&I and WTIA-WI agreed that L&I would remit payment to WTIA-
13 WI for 2019 costs and, also, send an invoice to WTIA-WI for the agreed-upon disallowed costs.
14 WTIA-WI would then remit to L&I the agreed upon $112,974.69.
15 23. By letter dated September 29, 2020, L&I rescinded the termination for
16 convenience and restored WTIA-WI’s good standing. L&I acknowledged that WTIA-WI and
17 L&I had worked together diligently to review the findings of the audit, in order to either
18 substantiate or refute the audit findings, and to allow L&I to arrive at a final decision regarding
19 allowance or disallowance of questioned costs. L&I agreed to continue review of documentation
20 submitted by WTIA-WI to support costs claimed for reimbursement. L&I also stated that, as a
21 result of the intensive collaborative work to identify issues and resolve questioned costs, it had
22 rescinded the Termination for Convenience, so that the Contract could expire under its own
23 terms, subject to any extensions approved by the DOL.
24 24. At this time, L&I applied to the DOL for a one-year, no-cost extension on
25 performance for the grant, as there were unutilized funds within the original $3.5 million sub-
26 award to the WTIA-WI. DOL notified L&I in early October of its approval to their request to
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1 extend the use of funding and performance period for one additional year, through September 30,
2 2021.
3 25. Over the months that followed, during the fall of 2020 and into the spring of
4 2021, WTIA-WI representatives made multiple inquires to L&I regarding the outstanding
5 amounts L&I had agreed to pay, as well as L&I’s promise to formally extend the Contract.
6 26. On October 21, 2020, WTIA-WI’s Robert te Winkel wrote to L&I’s Chris Bowe
7 and Lynn Jacobs: “I hope all is well with you. I am attaching September's invoice for your
8 review and payment. I also wanted to let you know that we haven't received payment for the
9 outstanding invoices. I understand Rachel Swanner and the LNI Financial Reporting team were
10 going to proceed with payment and then invoice the WTIA WI for the amounts owed. Please let
11 me know if I can be of any assistance.”
12 27. On October 23, 2020, Mr. te Winkel followed up with Mr. Bowe and Ms. Jacobs,
13 as well as L&I’s Jennifer Meyers, and Liz Smith: “I saw Chris's out of office; moving back to
14 the top of inboxes for a payment and invoice status update, and formal notification of extension
15 of AAI grant through September 2021.”
16 28. On November 18, 2020, Mr. Bowe emailed WTIA-WI’s Jennifer Carlson: “We
17 should see a flow of payments heading for invoices pending under the federal grant. We will be
18 reaching out to Robert to request a couple of A-19’s to updated. Once we have those in hand we
19 will be able to finish our process. No word back yet on the exception request re: tuition, we had a
20 delay getting some information together. I am still hopeful that process should be completed
21 soon.”
22 29. On November 19, 2020, Rachel Swanner emailed Mr. te Winkel: “Upon review
23 of the A19s to pay, and after receiving confirmation from USDOL, we are going to need new
24 A19s for the period of April 2019 to December 2019 as we have added back indirect and
25 disallowed a few costs. Hopefully you have retained the worksheet with all of the amounts that
26 are adjusted and reviewed. If not, please let me know. These are going to be needed prior to
27 paying and you can send them to me directly.”

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1 30. By November 23, 2020, WTIA-WI notified L&I that it had updated and compiled
2 the requested invoices with the original supporting documents.
3 31. On December 2, 2020, Mr. Bowe emailed Ms. Carlson: “My team is working
4 with our contracts office on the tuition – we just completed the process for direct contracting
5 Monday. I expect that you will see something shortly. Have you seen payment on the first set of
6 invoices from the federal grant? I have another set of invoices moving through to Accounts
7 Payable today.”
8 32. Mr. te Winkel followed up via email to Ms. Swanner and Mr. Bowe on December
9 22, 2020: “We received payments for 2020 a few weeks ago. Thank you. I wanted to reach out
10 to get an update for the 2019 payment. Apprenti also owes an amount to LNI for unallowable
11 cost. Can we get this settled before year end? I am looping Chris here who is also aware of this
12 and may serve as reference. Let me know if you have any questions.”
13 33. Mr. Bowe responded the same day: “We are working on the last of 2019
14 payments and will be issuing a bill to recoup disallowed costs. We hope to have both
15 accomplished by end of year.”
16 34. Mr. te Winkel followed up with Mr. Bowe and Ms. Swanner in January 2020
17 regarding the unpaid 2019 invoices. In the absence of payment, Mr. te Winkel asked if there was
18 someone else at L&I with whom he could engage to process the payments.
19 35. In March 2020, Mr. Bowe verbally re-committed to Ms. Carlson to make the 2019
20 payment before the end of March. On March 24, 2021, Mr. te Winkel wrote to Ms. Swanner:
21 “Jennifer [Carlson] shared with me the conversation you had this week about the 2019 payment.
22 As she let me know, your agency will be issuing payment before the end of this month. I have
23 instructed my team to initiate the process to pay out the amount due to LNI as previously agreed.
24 Could you please let me know your preferred method of payment and instructions? Payment will
25 go out as soon as we receive the agreed outstanding amount due. We are eager to get this
26 resolved as soon as possible.”
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1 36. Although L&I paid WTIA-WI’s invoices for costs incurred in 2020, L&I
2 continued delaying and refusing to pay agreed upon amounts for work performed in 2019
3 $444,260.71 – at least until after WTIA-WI formally initiated the Contract’s Disputes process.
4 As discussed further below, on August 20, 2021, L&I made a partial payment to WTIA-WI for
5 2019 in the amount of $196,796.38.
6 37. L&I has also failed to reimburse costs incurred by WTIA-WI since September 30,
7 2020. As of May 1, 2021, these unpaid invoices total $316,390.75.
8 38. L&I has failed to offer any reasonable explanation for withholding of payment for
9 the 2019 invoices, and for not issuing formal Contract extension in writing. L&I’s Deputy
10 Director reconfirmed its commitment to WTIA-WI to extend the Contact in writing as recently
11 as February 2021.
12 39. L&I directed WTIA-WI to continue performance after September 30, 2020.
13 40. L&I has promised to WTIA-WI a written contract extension for work after
14 September 30, 2020, and WTIA-WI has relied on that promise. As a consequence, WTIA-WI
15 has been working for the benefit of Washington State apprentices and technology companies,
16 under a federal grant program through which L&I is responsible for disbursement of federal
17 grant funding, without payment for nearly one year. As noted above, the unpaid amounts for
18 2021 are in addition to amounts that L&I has improperly and baselessly withheld for audited and
19 allowable costs incurred in 2019, which L&I promised to pay.
20 41. L&I’s refusal to pay for work performed and accepted violate the Contract’s
21 Billing Procedures, which state: “L&I will pay the Subrecipient within 30 calendar days of
22 receipt of properly executed invoice vouchers.” In addition: “Payment shall be made after
23 acceptance by L&I’s Contract Manager of reach deliverable as described in the Statement of
24 Work.”
25 Facts Leading to L&I’s Breach of the Contract’s Disputes Provisions
26 42. On April 3, 2021, after seven months of broken promises regarding payment of
27 invoices for work performed, WTIA-WI sent a demand to L&I for payment of amounts due, as
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1 well as a proper, formal, extension of its Contract. This letter specifically requested L&I to: 1)
2 close its inquiry into work performed in 2016, which L&I and DOL had fully examined and
3 audited, including the retraction of requests for documents that WTIA-WI had previously
4 provided or that were irrelevant; 2) remit $444,260.71 for work performed in 2019, and; 3)
5 execute an appropriate Contract extension.
6 43. L&I did not respond to the letter. As a consequence, by letter dated August 3,
7 2021, WTIA-WI formally initiated a dispute against L&I under the Contract’s Disputes
8 provisions through the submission of a request for a dispute hearing. The Disputes process
9 provides that L&I had five days to respond.
10 44. The first statement of the Contract’s Disputes paragraph makes clear that “time is
11 of the essence.” Nevertheless, L&I did not respond to the substance of WTIA-WI’s request
12 within five days. Instead, on August 10, 2021, L&I asked for an extension “in order for us to
13 submit our final sub-recipient findings as responsive and allow us to determine that we cannot
14 find an alternate resolution based on those findings.”
15 45. As a final gesture of good faith, on August 11, 2021 WTIA-WI sent letter to
16 WTIA-WI denying L&I’s request for an extension – but agreeing to withhold the
17 commencement of legal action if 1) L&I remitted payment for 2019 by August 17, 2021, and 2)
18 L&I acknowledged in writing that WTIA-WI has incurred costs for which it is entitled to the
19 Contract extension and payment for work performed after September 30, 2020. WTIA-WI also
20 committed to repay the agreed upon amount for unallowable costs, $112,974.69, by August 20,
21 2021, if L&I kept its earlier promises and satisfied WTIA-WI’s requests.
22 46. L&I issued a partial payment for 2019 invoices on or about August 19, 2020 in
23 the amount of $196,796.38.
24 47. On August 20, L&I sent to WTIA a letter detailing its “fiscal review” covering
25 the entire Contract period, but for the period of extension. The letter identified $702,409.98 in
26 disallowed costs. Among these disallowed costs, L&I stated for the first time that WTIA-WI
27 deviated from the original statement of work in regard to the use an invoicing of employees
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1 ($289,066.59). L&I also stated that WTIA inappropriately registered out of state apprentices
2 ($164,783.16). Neither of these issues were raised by DOL, or Branch Richards, or L&I for that
3 matter, prior to and throughout the September 2020 meetings that led to the rescission of the
4 termination notice and agreement to pay L&I for 2019. The total disallowed costs in the letter,
5 $702,409.98, vastly exceeded the amount of disallowed costs agreed upon between the parties in
6 September 2020, which was just $112,974.69. Other disallowed costs addressed in the letter
7 were previously addressed by WTIA-WI.
8 48. L&I closed the letter by demanding repayment of $495,769.60, and giving WTIA-
9 WI 30 days to respond.
10 49. Via e-mail on August 27, 2021, L&I formally committed to extend the federal
11 grant through a follow-on contract, and forwarded a draft contract for WTIA-WI’s review. L&I
12 also stated that the August 19, 2020 partial payment in the amount of $196,796.38 “represents
13 the full amounts allowable per USDOL and are in your possession after extensive scrutiny and
14 review by USDOL and the Department.”
15 IV. CAUSES OF ACTION

16 FIRST CAUSE OF ACTION – BREACH OF CONTRACT FOR NONPAYMENT OF
17 AMOUNTS DUE FOR WORK PERFORMED IN 2019
50. WTIA-WI incurred costs and performed work under the Contract between April
18
2019 and December 2019 for which it is entitled to payment by L&I.
19
51. Following an exhaustive audit of 2019 costs that L&I and its auditor Branch
20
Richards had questioned, L&I agreed to pay WTIA-WI for these costs by October 2020.
21
52. L&I refuses to pay these 2019 costs despite acknowledging that such costs are
22
allowable and despite promising to pay such costs by October 2020.
23
53. The Contract’s Disputes provision state: “If the subject of the dispute is the
24
payment due the Subrecipient, the Subrecipient will continue performance and L&I will pay the
25
amount which it in good faith believes to be due and payable.”
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1 54. L&I has not offered any rational, justifiable, or legal basis for its withholding of
2 payments for WTIA-WI’s work performed in 2019.
3 55. L&I’s withholding of payments rightfully due WTIA-WI in the amount of
4 $247,464.33 for work contract year 2019 constitutes a breach of the Contract for which WTIA-
5 WI is entitled to payment and associated damages.
6 SECOND CAUSE OF ACTION – BREACH OF CONTRACT FOR NONPAYMENT OF

AMOUNTS DUE FOR WORK PERFORMED IN 2020 AND FOR FAILURE TO
7
EXECUTE A PROPER CONTRACT EXTENSION
8 56. L&I agreed to extend the WTIA-WI’s Contract for the period after September 30,
9 2020 so that WTIA-WI could continue serving the express purposes set forth in the Contract.
10 57. Despite multiple requests for a Contract extension, and despite L&I’s
11 representations that it would execute a Contract extension, L&I has not yet executed a proper
12 Contract extension.
13 58. Despite paying WTIA-WI for work performed between January and September
14 2020, L&I, without reason or justification, directed WTIA-WI to continue performance under the
15 Contract after September 30, 2020, without payment.
16 59. Since September 30, 2020, WTIA-WI, with L&I’s knowledge, and at L&I’s
17 direction, has continued to perform in accordance with the Contract, with the understanding that
18 L&I would execute a formal Contract extension.
19 60. Notwithstanding L&I’s failure to issue timely a formal Contract extension, the
20 parties’ actions and statements created an implied-in-fact contract extending the Contract’s
21 period of performance through September 30, 2021, under which L&I is legally obligated to pay
22 WTIA-WI for work performed since September 30, 2020. This is confirmed by L&I’s August
23 27, 2021 formal commitment to extend the federal grant through a follow-on contract.
24 61. L&I has not paid WTIA-WI for any work performed since September 2020.
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1 62. The Contract’s Disputes provision state: “If the subject of the dispute is the
2 payment due the Subrecipient, the Subrecipient will continue performance and L&I will pay the
3 amount which it in good faith believes to be due and payable.”
4 63. L&I has not offered any rational, justifiable, or legal basis for its withholding of
5 payments for WTIA-WI’s work performed since September 30, 2020.
6 64. L&I’s withholding of payments rightfully due WTIA-WI in the amount of
7 $316,390.75 for work since September 20201 constitutes a breach of the Contract for which
8 WTIA-WI is entitled to payment and related damages.
9 THIRD CAUSE OF ACTION – BREACH OF CONTRACT’S DISPUTE PROVISIONS

10 65. WTIA-WI afforded L&I multiple opportunities to resolve any outstanding
11 differences regarding its performance and entitlement to payment under the Contract, as well as
12 Contract extension, without resorting to litigation.
13 66. WTIA-WI properly initiated a dispute with L&I in accordance with the Contract’s
14 Disputes provisions.
15 67. L&I failed to follow the Contract’s Disputes provisions by failing to respond to
16 WTIA-WI’s request for a dispute hearing, materially breaching the Contract and subjecting
17 WTIA-WI to further, unreasonable delay and expense.
18 FOURTH CAUSE OF ACTION – BREACH OF CONTRACT’S IMPLIED DUTY OF

19 GOOD FAITH AND FAIR DEALING
68. Implied within the Contract is a duty of good faith and fair dealing owed by both
20
parties.
21
69. L&I’s persistent lack of communication, nonresponsiveness, and withholding of
22
payment due WTIA-WI for years without a reasonable or rational basis; refusal to execute a
23
contract extension while directing WTIA-WI to continue work after the Contract’s stated period
24
of performance; broken promises following extensive negotiations between the parties that
25
culminated in L&I’s rescission of the termination for convenience and recognition of WTIA-
26
27 1
This is through May 2021 and is subject to adjustment for work performed by WTIA-WI since June 1, 2021.
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1 WI’s efforts to amicably and efficiently resolve disputes; refusal to respond to WTIA-WI’s
2 multiple calls, e-mails, and letters requesting status of payments while continuing to work, and;
3 breach of the Contract’s Disputes provisions, which it presumably crafted, individually and
4 collectively violated the implied duty of good faith and fair dealing.
5 70. L&I’s August 20, 2021 “findings” are further evidence of the breach of good faith
6 and fair dealing. Among other things, these findings confirm L&I’s refusal to honor promises
7 and commitments following the parties’ September negotiations, breach of the Contract’s
8 disputes provisions, and insistence upon crafting new and unjustifiable bases, without reason or
9 foundation, to withhold payments rightfully earned by and due to WTIA-WI.
10 71. L&I’s August 27, 2021 demand that WTIA-WI return $495,769.60 as disallowed
11 costs is further evidence of the breach of good faith and fair dealing.
12 V. PRAYER FOR RELIEF

13 WHEREFORE, WTIA respectfully prays for the following relief:
14 1. For judgment in WTIA’s favor finding the Defendant L&I liable to WTIA-WI for
15 no less than $563,855.08, subject to further adjustment for allowable costs incurred for work
16 through September 30, 2021;
17 2. For a declaratory judgment directing L&I to extend and execute a Contract
18 through September 30, 2021;
19 3. For an award of interest; fees, including attorney’s fees; expenses; and costs as
20 determined by the Court;
21 3. For an award of pre- and post-judgment interest against the Defendant; and
22 4. For such other and further relief as the Court deems just and equitable.
23 //
24 //
25 //
26 //
27 //
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1 DATED this 31st day of August, 2021.
2 Davis Wright Tremaine LLP

3 Attorneys for Plaintiff Washington Technology
Industry Association – Workforce Institute
4
5 By
Jonathan A. DeMella, WSBA No. 36081
6 Mike Jefferson, WSBA No. 57629
7 jonathandemella@dwt.com
mikejefferson@dwt.com
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ATTACHMENT 1
L&I Contract No. K3304
Subrecipient's Contract No.
GRANT CONTRACT
BETWEEN
STATE OF WASHINGTON
DEPARTMENT OF LABOR & INDUSTRIES
AND
WASHINGTON TECHNOLOGY INDUSTRY ASSOCIATION WORKFORCE INSTITUTE (WTIA WI)
This Contract is made and entered into by and between the Washington State Department of Labor &
Industries (hereinafter called "L&I"), and Washington Technology Industry Association Workforce Institute
(WTIA WI)
Washington Technology Industry Association Telephone: 206-448-3033, Ext. 117
Workforce Institute (WTIA WI)
E-mail: j.carlson@washingtontechnology.org
2200 Alaskan Way, Suite 390
Seattle, Washington 98121
(hereinafter called "Subrecipient").
Federal Award I.D. No. (FAIN): AP-27840-15-60-A-53, CFDA #: 17.268-H-1B Job Training Grants
PURPOSE
The purpose of this Grant Contract (Contract) is to create and implement a registered apprenticeship
program in the information technology (IT) industry for the American Apprenticeship Initiative grant
project.
In consideration of the terms and conditions contained herein, the parties agree as follows:
SPECIAL TERMS & CONDITIONS

STATEMENT OF WORK
The Subrecipient shall furnish the necessary personnel, equipment, material and/or services and otherwise
do all things necessary for or incidental to the performance of work set forth in the Statement of Work,
Attachment B and the U.S. Department of Labor Employment Training Administration's Notice of Award,
Exhibit 1, attached hereto and incorporated herein.
TERMS AND CONDITIONS

All rights and obligations of the parties to this Contract shall be subject to and governed by the following:
U.S. Department of Labor Employment Training Administration's Noticed of Award (NOA), Exhibit 1; Special
Terms & Conditions contained in the text of this Contract; the General Terms and Conditions, Attachment A;
Statement of Work, Attachment B; and the US Department of Labor's (DOL)Guidance to Federal Regulations
for Intellectual Property Attachment C; are attached hereto and incorporated herein.
PERIOD OF PERFORMANCE
Regardless of the date of signature and subject to its other provisions, this Contract shall begin on October
1, 2015, and shall end on September 30, 2020, unless terminated sooner or extended by L&I as provided
herein.
File Name: FINAL DOL.LNI AGREEMENT 4.19.16.docx Page 1 of 16 Printed: April 26, 2016
Special Terms & Conditions
Original Copy 1— L&I Contracts Office Original Copy 2 —Subrecipient One Copy — Contract Manager
L&I Contract No. 1(3304
COMPENSATION
Compensation shall be provided in conformance with the NOA. As set forth in the Notice of Award, the
Total Government Financial Obligation is $5,000,000. The approved budget for this Contract is $3.5 million.
BILLING PROCEDURES
L&I will pay the Subrecipient within 30 calendar days of receipt of properly executed invoice vouchers.
Requests for payment under this Contract shall be submitted by the Subrecipient on a Certified State
Invoice Voucher (Form A-19) provided, or similar. Invoices shall include such information as is necessary for
L&I to determine the date and exact nature of all expenditures. Each invoice voucher must clearly
reference this Contract Number K3514 and the Subrecipient's Statewide Payee Registration Number
assigned by Washington State Department of Enterprise Services (DES). Vouchers shall be submitted to
L&l's Contract Manager. An A-19 Invoice Voucher can be obtained at
http://des.wa.gov/SiteCollectionDocumentsf HRPayroll/SACS/A-19-1AForm.doc.
Payment shall be made after acceptance by L&I's Contract Manager of each deliverable as described in the
Statement of Work. No payment in advance or in anticipation of services or supplies under this Contract
shall be made by L&I. Claims for payment submitted by the Subrecipient to L&I for costs due and payable
under this Contract that were incurred prior to the expiration date shall be paid to the Subrecipient, if
received by L&I within 90 days after the expiration date.
Statewide Payee Registration Subrecipients are required to be registered in the Statewide Payee
system,
http://www.des.wa.gov/services/ContractingPurchasing/Business/VendorPay/PagesistatewideVendors.aspx, prior
to submitting a request for payment under this Contract. No payment shall be made until the
registration is completed. The Washington State Department of Enterprise Services (DES) maintains a
central subrecipient registration file for Washington State agencies to use for processing subrecipient
payments. This allows subrecipients to receive payments by direct deposit.
Timely payment. Payment by L&I will be considered timely if it is postmarked or deposited within 30 days
of the following, whichever is later:
• Receipt of properly executed invoice vouchers;
• Acceptance of deliverables by L&I; or
• Statewide Payee Registration.
INSURANCE
The Subrecipient shall provide insurance coverage as set out in this section. The intent of the required
insurance is to protect the State should there be any claims, suits, actions, costs, damages or expenses
arising from acts or omissions of the Subrecipient or Subsubrecipient, or agents of either, while performing
under the terms of this Contract.
The Subrecipient shall provide insurance coverage which the Subrecipient shall maintain in full force and
effect during the term of this Contract as follows:
1. Commercial General Liability Insurance Policy: Provide a Commercial General Liability Insurance
Policy, including contractual liability, in adequate quantity to protect against legal liability arising out
of contract activity but no less than $1,000,000 per occurrence. Additionally, the Subrecipient is
responsible for ensuring that any Subsubrecipients provide adequate insurance coverage for the
activities arising out of subcontracts.
2. Automobile Liability: In the event that services delivered pursuant to this Contract involve the use of
vehicles, either owned or unowned by the Subrecipient, automobile liability insurance shall be
required. The Subrecipient shall notify their insurance carrier of the business use and submit to L&I a
statement from the carrier acknowledging that the Subrecipient is insured for such use. This
statement may be, for instance, a notation of coverage on the insurance certificate/s. The minimum
limit for automobile liability is:
$1,000,000 Per Occurrence, using a Combined Single Limit for bodily injury
and property damage.
3. The insurance required above shall be issued by an insurance company(s) authorized to do business
within the state of Washington, and shall name the state of Washington, its agents and employees as
additional insureds under the insurance policy(s). All policies shall be primary to any other valid and
collectable insurance. The Subrecipient shall instruct the insurers to give L&I 30 days advance notice
of any insurance cancellation.
4. Submit to L&I prior to the Contract's effective date a certificate of insurance which outlines at the
least the coverage and limits defined in this section, Insurance, and in the attached General Terms
and Conditions, Attachment A. Subrecipient shall submit renewal certificates on a yearly basis during
the term of the Contract.
MEMO OF UNDERSTANDING (Memo)
Any communications that either Contract Manager determines to address more than day-to-day concerns,
but do not modify the terms of this Contract, shall be documented by a written, numbered Memo of
Understanding.
ASSURANCES
L&I and the Subrecipient agree that all activity pursuant to this Contract will be in accordance with all the
applicable federal, state and local laws, rules, regulations and L&I policy.
GOVERNANCE
This Contract shall be construed and interpreted in accordance with the laws of the state of Washington
and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
ORDER OF PRECEDENCE
The items listed below are incorporated by reference herein. In the event of an inconsistency in this
Contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the
following order:
1. Applicable Federal and Washington State Statutes and Regulations;
2. U.S. Department of Labor Employment Training Administration's Notice of Award (NOA), Exhibit 1;
3. Bilaterally executed Modifications to the Contract;
4. Special Terms & Conditions as contained in the basic Contract;
5. General Terms & Conditions, Attachment A;
6. Statement of Work, Attachment B and;
7. Any other provisions of the Contract incorporated by reference or otherwise.
SEVERABILITY
If any provision of this Contract or any provision of any document incorporated by reference shall be held
invalid, such invalidity shall not affect the other provisions of this Contract which can be given effect
without the invalid provision, or part thereof if such remainder conforms to the terms and requirements of
applicable law and the intent of this Contract, and to this end the provisions of this Contract are declared to
be severable.
CONTRACT MANAGEMENT
The Contract Manager for each of the parties shall be responsible for and shall be the contact person for all
communications and billings regarding the performance of this Contract.
The Contract Manager for the Subrecipient is: The Contract Manager for L&I is:
Jennifer Carlson Rose Oram, L&I Grant Manager
Executive Director, WTIA Workforce Institute Department of Labor & Industries
2200 Alaskan Way, Suite 390 PO Box 44530
Seattle, WA 98121 Olympia WA 98504-4530
Phone: (206) 44-3033 Phone: a60) 902-5520
E-Mail: jcarlson@washingtontechnology.org E-Mail: Rose.Oram@Lni.wa.gov
ALL WRITINGS CONTAINED HEREIN

This Contract consists of sixteen (16) pages and sets forth in full all the terms and conditions agreed upon
by the parties. Unless referenced within this contract, any other agreement, representation, or
understandings, verbal or otherwise, regarding the subject matter of this Contract shall be deemed to be
null and void and of no force and effect whatsoever.
Washington Technology Industry Association State of Washington

Workforce Institute i/ Department of Labor & Industries
lv'/4o
J n .fer Carlson 4/20/16 Elizabeth Smith (Date)

Executive Director Assistant Director
4064
(Federal Identification/ SSN-last 4 digits only)
603501983
(Washington State UBI Number)
SWV0200958-00
(Statewide Payee Registration Number)
L&I Contract No. K 3304
ATTACHMENT A
GENERAL TERMS AND CONDITIONS
DEFINITIONS
As used throughout this Contract, the following terms shall have the meanings set forth below:
1. "Subrecipient" means that agency, firm, provider, organization, individual or other entity performing
services under this Contract.
2. "Contract Manager" means the representative identified in the text of the Contract who is delegated the
authority to administer the Contract.
3. "Individually Identifiable Health Information" is a subset of health information, including demographic
information collected from an individual and relates to the past, present, or future physical or mental
health or condition of an individual; the provision of health care to an individual; or the past, present or
future payment for the provision of health care to an individual, as set forth in 45 CFR 164.501 as
currently enacted and subsequently amended or revised.
4. "Personal Information" means information identifiable to any person, including, but not limited to,
information that relates to a person's name, health, finances, education, business, use or receipt of
governmental services or other activities, addresses, telephone numbers, social security numbers, driver
license numbers, other identifying numbers or Protected Health Information, any financial identifiers, and
other information that may be exempt from disclosure to the public or other unauthorized persons under
either RCW 42.56 or other state and federal statutes.
5. "Subrecipient" means an entity that:
a. Receives a subawardfrom L&I under this award; and
b. Is accountable to L&Ifor the use of the Federal funds provided by the subaward.
6. "Subsubrecipient" means one not in the employment of the Subrecipient, who is performing all or part of
those services under this Contract under a separate contract with the Subrecipient. The terms
"Subsubrecipient" and "Subsubrecipients" mean Subsubrecipient(s) in any tier.
7. "U.S. Department of Labor Employment and Training Administration's (DOL/ETA) Notice of Award (NOA)"
means the grant or agreement entered into between DOL/ETA the Grantor Agency and the Washington
State Department of Labor and Industries, Awardee, for the project entitled —American Apprenticeship
Initiative.
INDEPENDENT CAPACITY OF THE SUBRECIPIENT
The parties intend that an independent Subrecipient relationship will be created by this Contract. The
Subrecipient and its employees or agents performing under this Contract are not employees or agents of L&I.
The Subrecipient will not hold itself out as, nor claim to be, an officer or employee of L&I or of the state of
Washington by reason of this Contract, nor will the Subrecipient make any claim of right, privilege or benefit
which would accrue to such employee under law. Conduct and control of the work will be solely with the
Subrecipient.
NONDISCRIMINATION & CIVIL RIGHTS
During the performance of this Contract, the Subrecipient shall comply with all federal and state
nondiscrimination laws, regulations and policies. In the event of the Subrecipient's noncompliance 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 Subrecipient may be declared ineligible for further
contracts with L&I. The Subrecipient shall, however, be given a reasonable time in which to cure this
noncompliance. Any dispute may be resolved in accordance with the Disputes clause set forth herein.
AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336 ("ADA" 28 CFR PART 35)
The Subrecipient 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.
General Terms & Conditions, Attachment A
ASSIGNABILITY
The work to be provided under this Contract, and any claim arising thereunder, shall not be assigned or
delegated by either party in whole or in part, without the express prior written consent of the other party,
which consent shall not be unreasonably withheld.
SUBCONTRACTS
With prior written consent of L&I, the Subrecipient may enter into subcontracts for any of the work or services
contemplated under this Contract. Consent shall not be unreasonably withheld. This clause does not include
contracts of employment between the Subrecipient and personnel assigned to work under the Contract. The
Subrecipient is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this
Contract are carried forward to any subcontracts.
INDEMNIFICATION
General Information. The Subrecipient shall defend, protect and hold harmless L&I, or any of L&I's agents,
from and against all claims, suits or actions arising from both negligent and intentional act/s or omission/s of
the Subrecipient, or agents of the Subrecipient, while performing the terms of this Contract. L&I shall defend,
protect and hold harmless the Subrecipient, or any of the Subrecipient's agents, from and against all claims,
suits or actions arising from both negligent and intentional act/s or omission/s of L&I, or agents of L&I, while
performing the terms of this Contract. In the case of negligence of both L&I and the Subrecipient, any damages
allowed shall only be levied in proportion to the percentage of negligence attributable to each party.
The Subrecipient shall provide insurance coverage in adequate quantity to protect against legal liability arising
out of Contract activity and as set out in the Special Terms & Conditions, Insurance clause. Additionally, the
Subrecipient is responsible for ensuring that any Subsubrecipients provide insurance coverage for the activities
arising out of subcontracts.
Claims shall include, but not be limited to, assertions that the use or transfer of any software, book, document,
report, film, tape or sound reproduction or material of any kind, (hereafter called "material"), delivered
hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, utility model,
industrial design, mask work or trademark, or otherwise results in an unfair trade practice.
1. The Subrecipient will, at its expense, defend or settle any such claim against L&I under this Contract.
2. The Subrecipient will pay related costs, damages and attorneys' fees awarded provided that L&I:
2.1 promptly notifies the Subrecipient in writing of the claim; and
2.2 cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of
Washington to grant the Subrecipient sole control of the defense and related settlement negotiations.
3. If such a claim occurs, or is likely to occur, and if appropriate, the Subrecipient may at its option and
expense, either procure for L&I the right to continue using the material; or replace or modify the material
so that it becomes noninfringing and functionally equivalent.
4. If use of the material is enjoined by a court and the Subrecipient determines that none of these
alternatives is reasonably available, the Subrecipient at its risk and expense, will take back the material and
refund its depreciated value. No termination charges will be payable by L&I. Depreciated value shall be
calculated on the basis of a useful life of five (5) years starting on the date of purchase. Years are prorated
at 365 days per year. If use of the material is enjoined less than one year after its acceptance by L&I, the
Subrecipient shall also refund to L&I any costs it charged for transportation of the material to its initial L&I
destination.
Patent and Copyright. The Subrecipient has no liability for any claim of infringement arising from:
1. the Subrecipient's compliance with any designs, specifications or instructions from L&I;
2. modification of software by L&I or a third party without the prior knowledge and approval of the
Subrecipient; or
3. use of the software in a way not specified by the Subrecipient.
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CONFLICT OF INTEREST
With a few exceptions, RCW 42.52.120(1) prohibits a state officer or state employee from receiving anything of
economic value under any contract or grant outside of his or her official duties. The Governor, or a state
agency affected by a violation of Chapter 42.52 RCW or the rules adopted under it, may request that the
Attorney General bring an action in superior court to cancel or rescind a state action taken by a state employee
or state officer when a violation of the ethics law or rules substantially influenced the state action and the
interests of the state require the cancellation or rescission. The Governor may suspend the action pending a
determination of the court action.
RECORDS, DOCUMENTS, AND REPORTS
The Subrecipient shall maintain books, records, documents and other evidence of accounting procedures and
practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the
performance of this Contract. These records shall be subject at all reasonable times to inspection, review, or
audit by personnel duly authorized by L&I, the Office of the State Auditor, and federal officials so authorized by
law, rule, regulation, or contract. The Subrecipient will retain all books, records, documents, and other
materials relevant to this Contract for six years after settlement, and make them available for inspection by
persons authorized under this provision. The Subrecipient shall be responsible for any audit exceptions or
disallowed costs incurred by the Subrecipient or any of its Subsubrecipients.
CONFIDENTIALITY
The use or disclosure by any party of any information concerning L&I for any purpose not directly connected
with the administration of L&I's or the Subrecipient's responsibilities with respect to services provided under
this Contract is prohibited except by prior written consent of L&I. The Subrecipient shall maintain as
confidential all information concerning the Subrecipient's study findings and recommendations, as well as the
business of L&I, its financial affairs, relations with its clientele and its employees, and any other information
which may be specifically classified as confidential by L&I in writing to the Subrecipient. To the extent
consistent with Washington State law, L&I shall maintain all information which the Subrecipient specifies in
writing as confidential. The Subrecipient shall have an appropriate contract with its employees to this effect.
Human Research Review Process The Subrecipient shall protect personal identifying information and comply
with state and federal human research review processes, as implemented by the Washington State
Institutional Review Board, and defined in chapter 42.48 RCW, if applicable.
ACCESS TO DATA
In compliance with chapter 39.26 RCW, the Subrecipient shall provide access to data generated under this
Contract to L&I, the joint legislative audit and review committee, and the state auditor at no additional cost.
This includes access to all information that supports the findings, conclusions, and recommendations of the
Subrecipient's reports, including computer models and methodology for those models.
RIGHTS IN DATA
The Federal Government reserves a paid-up, nonexclusive and irrevocable license to reproduce, publish or
otherwise use, and to authorize others to use for federal purposes: i) the copyright in all products developed
under the grant, including a subgrant or contract under the grant or subgrant, and ii) any rights of copyright to
which the recipient, subrecipient or a contractor purchases ownership under an award (including but not limited
to curricula, training models, technical assistance products, and any related materials). Such uses include, but
are not limited to, the right to modify and distribute such products worldwide by any means, electronically or
otherwise. Federal funds may not be used to pay any royalty or license fee for use of a copyrighted work, or the
cost of acquiring by purchase a copyright in a work, where the Department has a license or rights of free use in
such work, although they may be used to pay costs for obtaining a copy which is limited to the developer/seller
costs of copying and shipping. If revenues are generated through selling products developed with grant funds,
including intellectual property, these revenues are program income. Program income must be used in
accordance with the provisions of this grant award and 2 CFR 200 and 2 CFR 2900 of the Uniform Administrative
Requirements, Cost Principles and Audit Requirements for Federal Awards.
If applicable, the following needs to be on all products developed in whole or in part with grant funds:
"This workforce product was funded by a grant awarded by the U.S. Department of
Labor's Employment and Training Administration. The product was created by the
recipient and does not necessarily reflect the official position of the U.S. Department of
Labor. The Department of Labor makes no guarantees, warranties, or assurances of any
kind, express or implied, with respect to such information, including any information on
linked sites and including, but not limited to, accuracy of the information or its
completeness, timeliness, usefulness, adequacy, continued availability, or ownership.
This product is copyrighted by the institution that createdit"
Please refer to Attachment C for Department of Labor's Guidance to the Federal Regulations for Intellectual
Property.
SAFEGUARDING OF PERSONAL INFORMATION

The Subrecipient shall not use or disclose Personal Information in any manner that would constitute a violation
of federal law or applicable provisions of Washington State law. The Subrecipient agrees to comply with all
federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic
data interchange of Personal Information.
The Subrecipient shall protect Personal Information collected, used, or acquired in connection with this
Contract, against unauthorized use, disclosure, modification or loss. The Subrecipient shall ensure its
directors, officers, employees, Subsubrecipients or agents use it solely for the purposes of accomplishing the
services set forth in this Contract. The Subrecipient and its Subsubrecipients agree not to release, divulge,
publish, transfer, sell or otherwise make it known to unauthorized persons without the express written
consent of L&l or as otherwise authorized by law. The Subrecipient agrees to implement or maintain physical,
electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or
disclosure. The Subrecipient shall make the Personal Information available to amend as directed by L&I and
incorporate any amendments into all the copies maintained by the Subrecipient or its Subsubrecipients. The
Subrecipient shall certify its return or destruction upon expiration or termination of this Contract's retention
requirements and the Subrecipient shall retain no copies except to the extent required by law or regulation. If
the Subrecipient and L&I mutually determine that return or destruction is not feasible, the Subrecipient shall
not use the Personal Information in a manner other than those permitted or authorized by state and federal
laws.
L&I reserves the right to monitor, audit, or investigate the use of personal information collected, used or
acquired by the Subrecipient through this Contract. The monitoring, auditing, or investigating may include, but
is not limited to, "salting" by L&I. Salting is the act of introducing data containing unique but false information
that can be used later to identify inappropriate disclosure of data.
The parties shall notify one another in writing immediately upon becoming aware of any unauthorized access,
use or disclosure. The Subrecipient shall take necessary steps to mitigate the harmful effects of such use or
disclosure. The Subrecipient is financially responsible for notification of any unauthorized access, use or
disclosure. The details of the notification must be approved by L&I. The Subrecipient agrees to indemnify and
hold harmless L&l for any damages related to unauthorized use or disclosure by the Subrecipient, its officers,
directors, employees, Subsubrecipients or agents.
Any breach of this clause may result in termination of the Contract and the demand for return of all Personal
Information.
REGISTRATION WITH DEPARTMENT OF REVENUE
The Subrecipient shall comply with the Washington State law requiring registration with the Department of
Revenue and shall be responsible for payment of all taxes due on payments made under this Contract.
TAXES
All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance or
other expenses for the Subrecipient or its staff shall be the sole responsibility of the Subrecipient.
INDUSTRIAL INSURANCE COVERAGE
The Subrecipient shall comply with Title 51 RCW prior to performing work under this Contract. The
Subrecipient shall provide or purchase industrial insurance coverage for its employees, as may be required of
an "employer" as defined in Title 51RCW, and shall maintain full compliance with Title 51 RCW during the
course of this Contract. If the Subrecipient fails to secure industrial insurance coverage or fails to pay
premiums on behalf of its employees, as may be required under Title 51 RCW, L&I may deduct the amount of
premiums and any penalties owing from the amounts payable to the Subrecipient under this Contract and
transmit the same to the Department of Labor & Industries Insurance Services Division. This provision does
not waive any right under RCW 51.12.050 to collect from the Subrecipient amounts paid by L&I.
RIGHTS OF INSPECTION
The Subrecipient shall provide right of access to L&I, 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 of internal policies and procedures, and/or
records relating to the safeguarding, use, and disclosure of Personal Information obtained or used as a result
of this Contract. The Subrecipient shall make available information necessary for L&I to comply with the
client's right to access, amend, and receive an accounting of disclosures of their Personal Information.
FUNDING CONTINGENCY
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, L&I may terminate this Contract for its
convenience, subject to the Termination for Convenience clause set forth herein, subject to renegotiation
under those new funding limitations and conditions.
LIMITATION OF SIGNATURE AUTHORITY
Except in the case of an extension of time, only L&I's Director or his or her delegate by writing (delegation to
be made prior to action) shall have the expressed, 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 is not effective or binding unless made in writing and signed
by L&I's Director or his or her delegate.
CHANGES TO CONTRACT
By written notification to and consent of the Subrecipient, L&I may, at any time, and without notice to any
known guarantor or surety, make changes within the general scope of the services to be performed under the
Contract. If any such changes cause an increase or decrease in the cost of, or the time required for the
performance of this Contract, an equitable adjustment may be made in the Contract price consistent with the
Compensation clause, or period of performance, or both, and the Contract shall be modified in writing
accordingly. Any claim by the Subrecipient for adjustment under this clause must be asserted within 30 days
from the date of receipt by the Subrecipient of the notice of such change; Provided, however, that L&I's
Director or his or her delegate by writing may, if he or she decides that the facts justify such action, receive
and act upon such claim asserted at any time prior to final payment under this Contract. Failure to agree to
any adjustment shall be a dispute concerning a question of fact within the meaning of the Disputes clause,
Attachment A. However, nothing in this clause shall excuse the Subrecipient from proceeding with the
Contract as changed.
DISPUTES
The parties agree that time is of the essence in resolving disputes.
During the dispute resolution period the parties agree that:
• If the subject of the dispute is the payment due the Subrecipient, the Subrecipient will continue
performance and L&I will pay the amount which it in good faith believes to be due and payable.
• If the subject of the dispute is not the payment due, the Subrecipient will continue performance of work
under the Contract which is not affected by the dispute.
Dispute Steps
1. When a bona fide dispute concerning a question of fact arises between L&I and the Subrecipient and it
cannot be resolved, either party may request a dispute hearing with L&I's Contracts Office. The request
for a dispute hearing must:
• be in writing;
• state the disputed issues;
• state the relative positions of the parties;
• state the Subrecipient's name, address, and L&I Contract Number; and
• be mailed to the Contracts Office and the other party's Contract Manager within 3 working days
after the parties agree that they cannot resolve the dispute.
2. The responding party shall have 5 working days to respond in writing to the requesting party's
statement. This response will be sent to both the Contracts Office and the requesting party.
3. The Contracts Office shall review the written statements of the parties and reply in writing to both
parties within 10 working days. The Contracts Office may extend this period if necessary by notifying the
parties.
4. The decision of L&I's Contracts Office shall be final and conclusive unless, within 5 working days from the
date L8d mailed the decision, the Subrecipient requests a dispute panel. This request must be in writing
to L&I's Contracts Office.
5. If a dispute panel is requested, L&I and the Subrecipient shall each appoint a member to the dispute
panel within 5 working days. L&I and the Subrecipient shall jointly appoint a third member to the
dispute panel within the next 5 working days.
6. The dispute panel shall review the written descriptions of the dispute, gather additional information as
needed, and make a decision on the dispute in the shortest practical time with the majority prevailing.
The parties agree that the decision of the dispute panel shall be final and binding.
TERMINATION FOR DEFAULT
If either party violates any material term or condition of this Contract, the other (aggrieved) party may give the
violating party written notice of the violation. The violating party will correct the violation within 30 days or as
otherwise mutually agreed. If the violation is not corrected, the aggrieved party may, at its sole discretion,
immediately terminate this Contract by written notice to the violating party. Upon termination, the violating
party shall be liable for damages as authorized by law.
L&I has the right to terminate the Contract by giving written notice to the Subrecipient at least thirty (30) days
before the effective date of termination. If this Contract is so terminated, L&I is liable only for payments
required under the terms of this Contract for services rendered prior to termination.
If L&I is the aggrieved party, damages shall include, but not be limited to, any cost difference between the
original Contract and the replacement or cover contract and all administrative costs directly related to the
replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. L&I shall have
the right to deduct damages from payments due to the Subrecipient.
The termination shall be deemed to be a "Termination for Convenience" if it is determined that the violating
party:
• was not in default; or
• failure to perform was outside of his or her control, fault or negligence.
This clause shall not apply to any failure to perform which is the result of the aggrieved party's willful or
negligent acts or omissions.
TERMINATION FOR CONVENIENCE
required under the terms of this Contract for services rendered prior to termination.
TERMINATION PROCEDURE
Upon termination of this Contract, in addition to any other rights provided in this Contract, L&I may require
the Subrecipient to deliver to L&I any property specifically produced or acquired for the performance of any
part of this Contract which has been terminated. The provisions of the Treatment ofAssets clause shall apply
in such property transfer.
required under the terms of this Contract for services rendered prior to termination. See Contract File for
additional information.
L&I shall pay to the Subrecipient the agreed upon price, if separately stated, for completed work and services
accepted by L&I, and the amount agreed upon by the Subrecipient and L&I for the following:
1. Completed work and services for which no separate price is stated;
2. Partially complete work and services;
3. Other property or services which are accepted by L&I; and
4. The protection and preservation of property, unless the termination is for default, in which case L&I's
Director or his or her delegate by writing shall determine the extent of the liability of L&I.
Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this
Contract. L&I may withhold from any amounts due the Subrecipient such sum as L&I's Director or his or her
delegate by writing determines to be necessary to protect L&I against potential loss or liability.
The rights and remedies of L&I provided in this clause 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 L&I's Contract Manager, the
Subrecipient shall:
1. Stop work under the Contract on the date, and to the extent specified in the notice;
2. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary
for completion of such portion of the work under the Contract as is not terminated;
3. Assign to L&I, in the manner, at the times, and to the extent directed by L&I's Contract Manager all of
the rights, titles, and interest of the Subrecipient under the orders and subcontracts so terminated, in
which case L&I has the right, at its discretion, to settle or pay any or all claims arising out of the
termination of such orders and subcontracts;
4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts,
with the approval or ratification of L&I's Contract Manager to the extent he or she may require, which
approval or ratification shall be final for all the purposes of this clause;
5. Transfer title to L&I and deliver in the manner, at the times, and to the extent, if any, as directed by L&I's
Contract Manager, any property which, if the Contract had been completed, would have been required
to be furnished to L&I;
File Name: FINAL DOLINI AGREEMENT 4.19.16.docx Page 11of 16 Printed: April 26, 2016
6. Complete performance of such part of the work as shall not have been terminated; and
7. Take such action as may be necessary, or as L&I's Contract Manager may direct, for the protection and
preservation of the property related to this Contract which is in the possession of the Subrecipient and in
which L&I has or may acquire an interest.
OVERPAYMENTS AND ASSERTION OF LIEN
In the event that L&I establishes overpayments or erroneous payments made to the Subrecipient under this
Contract, L&I may secure repayment, plus interest, if any, through the filing of a lien against the Subrecipient's
real property, and/or by requiring the posting of a bond, assignment of deposit, and/or some other form of
security acceptable to L&l.
WAIVER
Unless the Contract is amended in writing by an authorized representative of L&I, waiver of a default under
this Contract, or failure by L&I to exercise its rights shall not:
• be considered a modification or amendment to the Contract; or
• constitute a waiver of any subsequent default.
PUBLICITY
Subrecipient shall be primarily responsible for all advertising, messaging, and publicity content. This paragraph
identifies the circumstances in which such content is subject to L&I review and approval.
Advertising, messaging, and publicity that refers to L&l in connection with the Apprenticeship program, but
without specific reference to Subrecipient's program, shall be submitted to L&I for review and approval of
content. Advertising, messaging, and publicity that relates to the technology sector or any occupation for
which Subrecipient is subject to Washington State filing or approval requirements is within the sole discretion
of Subrecipient and need not be submitted to L&l for review or approval. All advertising, messaging, and
publicity using a party's mark, by either party, requires approval by the owner of the mark.
ATTACHMENT B
STATEMENT OF WORK
The Subrecipient shall furnish the necessary personnel, equipment, material and/or services and otherwise do all things
necessary for or incidental to the performance of work as set forth below:
PURPOSE
The purpose of this Grant Contract (Contract) is to create and implement a registered apprenticeship program in the
information technology (IT) industry for the American Apprenticeship Initiative grant project.
L&I'S PERFORMANCE AND REPORTING REQUIREMENTS
In performing its responsibilities under this agreement, WTIA WI, the sub recipient, agrees to comply with all the
US/DOL terms and conditions as well as all applicable statues(s), grant regulations, guidance, and certifications, as set
forth in the NOA.
WTIA WI's Responsibilities
1.1 Reporting Requirements

(Reporting quarter end dates are June 30, September 30, December 31, and March 31.)
a. System for Award Management and Universal Identifier Requirements
i. Requirement for System of Award Management (SAM)
Subrecipient will register in the SAM and maintain the currency of their information in the SAM
until L&I submits the final financial report required under the grant or receives the final
payment, whichever is later.
Subrecipient will review and update their information at least annually after the initial
registration, and more frequently if required by changes to your information.
b. Federal Funding and Accountability Transparency Act

i. Subrecipient will report each obligating action to the L&I Grant Manager no later than the 10th
of the month following the month in which the obligation was made. (For example, if the
obligation was made on November 7, 2016, the obligation must be reported by no later than
December 10, 2016.)
ii. Reporting of Total Compensation of Subrecipient Executives.

Subrecipient will report subrecipient executive total compensation to the L&I Grant Manager by
the 10th of the month following the month during which the subaward is made. For example, if
a subaward is obligated on any date during the month of October of a given year (i.e., between
October 1 and 31), you must report any required compensation information by November 10th
of that year.
c. Leveraged Resources
i. Subrecipient will track and report all cash expenditures, in-kind contributions and leveraged
resources under this subaward, including the date of each activity specified, to the L&I Grant
Manager no later than 30 calendar days after the end of each specified reporting quarter.
1.2 Reporting
a. Quarterly Financial Reports
i. Subrecipient must report quarterly financial data on the ETA 9130 to the L&I Grant Manager.
ETA 9130 reports are due no later than 30 calendar days after the end of each specified reporting
quarter.
Statement of Work, Attachment B
ii. A final financial closeout report is required to be submitted to the L&I Grant Manager no later
than 60 calendar days after the grant period of performance ends.
b. Quarterly Narrative Progress Reports.

i. Subrecipient must submit a narrative quarterly and final report to the designated L&I Grant
Manager on work plan activities funded under this award no later than 30 calendar days after
the end of each specified reporting quarter. (sample timeline below)
Qua er End D QPR Due Rep ctivities Occurring Between
December 31, 2015 January 29, 2016 October 1— December 31, 2015
March 31, 2016 April 29, 2016 January — March 31, 2016
June 30, 2016 July 29, 2016 April 1 —June 30, 2016
September 30, 2016 October 28, 2016 July 1— September 30, 2016
December 31, 2016 January 31, 2017 October 1— December 31, 2016
c. Final Year/Closeout Requirements

i. Subrecipient will be notified by L&I approximately 15 days prior to the end of the period of
performance that the initiation of closeout will begin at the end of the grant.
1.3 Purchasing
a. Subrecipient must submit a request to the L&I Grant Manager to receive prior approval from DOL/ETA
for the purchase of any equipment with a per unit acquisition cost of $5,000 or more, and a useful life of
more than one year.
1.4 Reimbursements
a. Subrecipient must submit all requests for reimbursement of grant expenses to the L&I Grant Manager
by the 25th day of each month. Requests for reimbursement must be submitted on the required A-19
form accompanied by an invoice and/or receipt.
1.5 Pre-Award
a. All costs incurred by the subrecipient prior to the start date specified in the award issued by the
Department are incurred at the sub recipient's own expense.
1.6 Conferences/Meetings
a. Track and document all meeting times for conferences (e.g., such as performing outreach) the
subrecipient is and/or not paying for, as leveraged resources.
1.7 AAI Grant Governance Committee.
a. Participate as member of the Governance Committee.
b. Regularly attend all meetings pertaining to the grant.
c. Report on progress and any issues of concern on any portion of the grant project to the Governance
Committee.
L&I's Responsibilities
1.1 Administrative
a. L&I Grant Manager will serve as the primary point of contact for the subrecipient.
b. Serve as the pass-through entity.
c. Collaborate with US/DOL and Office of Apprenticeship to provide grant oversight and support for the
subrecipient to ensure compliance with US/DOL requirements.
1.2 Reporting
a. Coordinate, monitor, and submit all required quarterly and annual reports to US/DOL.
b. Ensure the grant deadlines are met per US/DOL grant award terms and conditions.
1.3 Reimbursements
a. Review and approve requests for reimbursement.
b. Process reimbursement requests on a monthly basis and issue payments to the subrecipient.
1.4 Conferences/Meetings
a. Grant Manager will coordinate and schedule the Executive Steering Committee meetings. The meetings
will be held atleast once a year or as needed, to carry out the directives of the committee.
1.5 AAI Grant Governance Committee.

a. Apprenticeship Program Manager or designee will participate as a member of the Governance
Committee.
b. Apprenticeship Program staff will report on progress and any issues of concern on any portion of the
grant project or program to the Governance Committee.
c. Grant Manager will prepare status reports for the Governance Committee as they relate to grant budget
and deliverables.
SUBRECIPIENT'S PROPRIETARY INFORMATION

The Subrecipient acknowledges that L&I is subject to chapter 42.56 RCW, the Public Records Act, and that this Contract
shall be a public record as defined in RCW 42. 56. Any specific information submitted to L&I and claimed by the
Subrecipient to be confidential or proprietary, must be clearly identified as such by the Subrecipient. To the extent
consistent with chapter 42.56 RCW, L&I shall maintain the confidentiality of all such information marked confidential or
proprietary. If a request is made to view the Subrecipient's proprietary information and L&I intends to release the
information, L&I will notify the Subrecipient of the request and notify the Subrecipient of the date that such records will
be released to the requester. It will be the responsibility of the Subrecipient to obtain any necessary court order
enjoining that disclosure. If the Subrecipient fails to obtain the court order enjoining disclosure, L&I will release the
requested information.
ATTACHMENT C
Guidance to Federal Regulations for Intellectual Property
WTIA WI (subrecipient) posed a series of questions regarding Data Rights and Intellectual Property. The US
Department of Labor provided the following responses and guidance to Data and Intellectual Property Rights under
2 CFR 200 and 2 CFR 2900 as applied according to the Notice of Award (NOA).
1. Please provide additional information on the extent of the WTIA WI's upload obligation to the Creative Commons.
For example, is it sufficient for us to upload a general description of the program, or do we need to upload
software code, the URL for the portal, etc.?
Creative Commons licensing applies to "content" (such as software documentation for software code that was
developed with grant funding) and not software code. We note that 2 CFR 2900.13 of the DOL "Exceptions" to the
Uniform Guidance indicates that "in addition to the guidance set forth in 2 CFR 200.315(d)(3), The Department of
Labor requires intellectual property developed under a competitive Federal award process to be licensed under a
Creative Commons Attribution license. We also note that the AAI terms and condition do not require grantees to
release all new source code developed or created with grant funds under an open license acceptable to either the
Free Software Foundation and/or the Open Source Initiative (as is required under the TAACCCT terms and
conditions).
2. Will subsequent updates and upgrades to the program created by WTIA WI without public funding be subject to
the Creative Commons license requirements?
The subsequent updates and upgrades software products, created without ETA funding, do not require Creative
Commons licensing on software documentation. The derivative of open source software code would be licensed in
accordance with the licensing agreement of the original software code.
3. How will the Creative Commons license terms apply to data or intellectual property sourced from third parties
that WTIA WI incudes or incorporates into the program? Sub: How will we convey to anyone interested that
there may be expenses associated with use or publication given the licensed content?
If any content, which includes data, is created with funding from the DOL funding or if existing content is modified
with DOL funding, the content must apply the CC BY license. If the project used existing third party materials
without modifications funded by DOL, the licensing on the third party materials existing when the materials were
acquired would apply to its use within the program and a CC BY license would be not applied.
Guidance to Federal Regulations Intellectual Property, Attachment C

WTIA Vs WA Department of Labor & Industries

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1

6 SUPERIOR COURT OF THE STATE OF WASHINGTON

8 WASHINGTON TECHNOLOGY INDUSTRY

12 STATE OF WASHINGTON, DEPARTMENT

16 Plaintiff Washington Technology Industry Association-Workforce Institute files this

20 1. Washington Technology Industry Association-Workforce Institute (“WTIA-WI”)

21 is a non-profit business organized under the laws of the State of Washington.

22 2. The Washington State Department of Labor and Industries (“L&I”) is an agency

23 of the State of Washington.

24 II. JURISDICTION & VENUE

2 commencement of this action is thus WTIA-WI’s only available remedy.

3 4. In accordance with RCW 4.92.010, venue is proper in King County, Washington.

12 “Contract”) with L&I (Attachment 1).

13 7. The purpose of the Contract was to create and implement a registered

16 administered by the U.S. Department of Labor (“DOL”). DOL describes American

17 Apprenticeship Initiative Grants as “providing a catalyst in supporting a uniquely American

20 8. In September of 2015, DOL awarded $175 million in AAI grants to 46 public-

22 Apprenticeship programs in high-growth and high-tech industries, including health care,

23 information technology, and advanced manufacturing.

26 technology (“IT”) industry in partnership with WTIA-WI and Microsoft Corporation.

8 Facts Leading to L&I’s Improper Withholding of Contract Payments from WTIA-WI

13 formal responses from WTIA-WI.

16 the end of 2019.

9 the findings in its initial report.

16 by requesting an “immediate conversation” with WTIA-WI’s leadership team to discuss L&I’s

18 18. Over the following month, representatives of WTIA-WI’s leadership team,

4 December 2019 was $444,260.71.

7 Contract between the parties.

14 WTIA-WI would then remit to L&I the agreed upon $112,974.69.

19 allowance or disallowance of questioned costs. L&I agreed to continue review of documentation

23 terms, subject to any extensions approved by the DOL.

11 me know if I can be of any assistance.”

15 of AAI grant through September 2021.”

27 paying and you can send them to me directly.”

2 the requested invoices with the original supporting documents.

15 accomplished by end of year.”

26 resolved as soon as possible.”

5 2019 in the amount of $196,796.38.

7 2020. As of May 1, 2021, these unpaid invoices total $316,390.75.

19 allowable costs incurred in 2019, which L&I promised to pay.

23 acceptance by L&I’s Contract Manager of reach deliverable as described in the Statement of

25 Facts Leading to L&I’s Breach of the Contract’s Disputes Provisions

5 execute an appropriate Contract extension.

9 provides that L&I had five days to respond.

14 find an alternate resolution based on those findings.”

23 the amount of $196,796.38.

7 were previously addressed by WTIA-WI.

14 review by USDOL and the Department.”

15 IV. CAUSES OF ACTION

2 payments for WTIA-WI’s work performed in 2019.

3 55. L&I’s withholding of payments rightfully due WTIA-WI in the amount of

5 WI is entitled to payment and associated damages.

6 SECOND CAUSE OF ACTION – BREACH OF CONTRACT FOR NONPAYMENT OF

15 Contract after September 30, 2020, without payment.

18 L&I would execute a formal Contract extension.