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<br />2.12 CONFLICT OF INTEREST
<br />Notwithstanding any determination by the Executive Ethics Board or other tribunal, the BOARD may, in its
<br />sole discretion, by written notice to the CONTRACTOR terminate this contract if it is found after due notice
<br />and examination by the BOARD that there is a violation of the Ethics in Public Service Act, Chapters 42.52
<br />RCW and 42.23 RCW; or any similar statute involving the CONTRACTOR in the procurement of, or
<br />performance under this contract.
<br />Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52
<br />of the Revised Code of Washington. The CONTRACTOR and their subcontracto(s) must identify any
<br />person employed in any capacity by the state of Washington that worked on the PUBLIC WORKS BOARD
<br />including but not limited to formulating or drafting the legislation, participating in loan procurement planning
<br />and execution, awarding loans, and monitoring loans, during the 24 month period preceding the start date
<br />of this Loan. ldentify the individual by name, the agency previously or currently employed by, job title or
<br />position held, and separation date. lf it is determined by BOARD that a conflict of interest exists, the
<br />CONTRACTOR may be disqualified from further consideration for the award of a Loan.
<br />ln the event this contract is terminated as provided above, BOARD shall be entitled to pursue the same
<br />remedies against the CONTRACTOR as it could pursue in the event of a breach of the contract by the
<br />CONTRACTOR. The rights and remedies of BOARD provided for in this clause shall not be exclusive and
<br />are in addition to any other rights and remedies provided by law. The existence of facts upon which
<br />BOARD makes any determination under this clause shall be an issue and may be reviewed as provided in
<br />the "Disputes" clause of this contract.
<br />2.13 COPYRIGHT PROVISIONS
<br />Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire"
<br />as defined by the U.S. Copyright Act and shall be owned by the Board. The Board shall be considered the
<br />author of such Materials. ln ihe event the Materials are not considered "works for hire" under the U.S.
<br />Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials,
<br />including all intellectual property rights, moral rights, and rights of publicity to the Board effective from the
<br />moment of creation of such Materials.
<br />"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
<br />pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or
<br />sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer
<br />these rights.
<br />For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced
<br />under the Contract, the Contractor hereby grants to the Board a nonexclusive, royalty-free, irrevocable
<br />license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare
<br />derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the
<br />Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of
<br />publicity, necessary to grant such a license to the Board.
<br />The Contractor shall exert all reasonable effort to advise the Board, at the time of delivery of Materials
<br />furnished under this Contract, of all known or potential invasions of privacy contained therein and of any
<br />portion of such document which was not produced in the performance of this Contract. The Contractor shall
<br />provide the Board with prompt written notice of each notice or claim of infringement received by the
<br />Contractor with respect to any Materials delivered under this Contract. The Board shall have the right to
<br />modify or remove any restrictive markings placed upon the Materials by the Contractor.
<br />2.14 DISALLOWED COSTS
<br />The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization
<br />or that of its Subcontractors.
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