HomeMy WebLinkAboutEllensburg Licensing 1905SUBAGENT AGREEMENT BETWEEN THE County Reference
KITTITAS COUNTY LICENSING AGENT No.: V01905
AND ELLENSBURG LICENSING, LLC.
General Information
Start date End date
January,l 2020 December 31, 2024
Purpose (brief description)
This is a standardized Agreement for use by a County Vehicle Licensing Agent when contracting for services with a Vehicle
Licensing Subagent, as set forth in RCW 46.01.140.
Subagent
Appointee Name(s) dba
Brian Cullinane Ellensburg Licensing, LLC.
Address
Mailing Address (if different)
504 E Mountain Vew Ave #2
Ellensburg, WA 98926-3865
Agreement Manager Telephone Fax
Brian Cullinane 509-933-2500
Agreement Manager Mailing Address (if different from above) Email
BCullinane@live.com
County Agent
Agent Name Email
Jerry Pettit jerry.pettit@co.kittitas.wa.us
Address Mailing Address (if different)
205 W 5th Ave #105
Ellensburg, WA 98926-2891
Agreement Manager
Telephone
Fax
Sue Higginbotham
509-962-7505
Agreement Manager Mailing Address (if different from above)
Email
sue.higginbotham@co.kittitas.wa.us
Attachments
This Agreement consists of the following attachment(s) and all document(s) incorporated herein or by reference:
Attachment A -- Statement of Work
Attachment B -- Data Security Requirements
Attachment C -- Title VI Compliance Requirements
Attachment D -- Listing of Policy and Procedure
ALL WRITINGS CONTAINED HEREIN: This Agreement, together with the attachments, exhibits, and other documents
incorporated herein contains the entire agreement of the parties as now written and agreed upon. No other understandings or
agreements, oral or otherwise, regarding the subject matter of this agreement has any effect. The parties executing this agreement
affirm they have the authority to bind their respective entities. This Agreement is affective upon mutual execution of the parties.
Subagent Authorized Signature Date Agent Signature Date
Additional Subagent Signature, (if required)
erry Pettit, Kittitas County Agent
Additional Subagent Signature, (if required)
APPROVED AS TO FORM ONLY (Optional) County Prosecuting Attorney
Print Name Date
Additional Subagent Signature, (if required)
County Agent/Subagent Contract: Page 1 of 28 County VLO #VO1905
Version: January 2020 Agent/Subagent Agreement
Table of Contents
BACKGROUND INFORMATION................................................... ....
1.
PURPOSE OF THIS AGREEMENT...................................................................................................
3
2.
DEFINITIONS .............................................. ._.......................... .......... ........ ........... ...,........................ .....3
TERMSAND CONDITIONS............................................................................................................
4
3.
APPOINTMENT AND AGREEMENT WITH SUBAGENT................................................................
4
4.
TERM OF AGREEMENT ........................... ........................................................... ...............................
4
5.
SCOPE OF WORK...............................................................................................
6.
COMPLIANCE WITH POLICY AND PROCEDURE.........................................................................
5
7.
COMPENSATION.................................................................................................................................
5
8.
SAFEGUARDING PERSONAL INFORMATION..................,.... . ............. . ..... I ................... .........
5
9.
DATA OWNERSHIP..................................................... ................. .......... ....................... ....::..................
6
10.
PERMISSIBLE USE
11.
OVERSIGHT: MONITOR, AUDIT, AND INVESTIGATE...............................:........:..r...:..:.............6
12.
BREACH; SUSPENSION; TERMINATION FOR CAUSE.................................................................
7
13.
NON -BREACH TERMINATIONS; POST -TERMINATION PROCEDURES ........................................
12
14.
INSURANCE.........................................................................................................................................
12
15,
AGREEMENT ALTERATIONS AND AMENDMENTS....................................................... ...................
13
16.
AUTHORIZED SIGNATORIES .............................. ............. ............. .....................................................
13
17.
AGREEMENT MANAGEMENT ........................ .................................. ................... ........... ..............
13
18.
ASSIGNMENT AND USE OF SUBCONTRACTORS......................................................11.................
14
19.
DISPUTES....................................................................................................... •-..... .................
14
20.
GOVERNING LAW AND VENUE..........................................................................:.:..........._...............
r
14
21.
LIMITATION OF LIABILITY..............................................................................................................
15
22.
INDEMNIFICATION AND HOLD HARMLESS .................... .......... ................ ............. ,..................
15
23.
INDEPENDENT CAPACITY ....................................... .......................................................................
15
24.
LEGAL COMPLIANCE.......................................................................................................................
15
25.
RECORDS MAINTENANCE ................................................ .......................................... .:..................
15
26.
RECORDS DISCLOSURE - PUBLIC REQUESTS...........................:...:..............::.::.�..................
15
27.
SEVERABILITY...........................................................................:..................................:.i..................16
28.
OWNERSHIP AND TREATMENT OF PROPERTY .................................. .......................... :.............
16
29.
SURVIVORSHIP .........................................................................................................s..................
16
30.
WAIVER .........................................................................................................................................
16
ATTACHMENT A - Subagent Statement of Work (SOW)............................................................................
17
1.
FACILITY REQUIREMENTS - Vehicle Licensing Office(VLO).............:........:.......................................................17
2.
SUPPLIES AND INVENTORY... ..............................................................._......:..................................................19
3.
TRANSACTION FUNCTIONS.......................::........::.......:....................:....:.::...............:.........::.......:.:.................20
4.
BANKING AND REVENUE ACCOUNTABILITY......::............:.....:.................::.:................:.......:.....:::...................21
5.
EDUCATION AND TRAINING............................................._............................................................J:................22
6.
NOTICE REQUIREMENTS:. ........ ...... .................. ___...................................................................................23
7.
SUBAGENT VLO CLOSURE............................_................................................................................................23
County Agent/Subagent Contract: Page 2 of 28 County VLO #VO1905
Version: January 2020 Agent/Subagent Agreement
ATTACHMENT B - Data Security Requirements .....
ATTACHMENT C - Title VI Compliance ....................
ATTACHMENT D - Listing of Policy and Procedure
.................... ............. I..................... 24
............. ........................................... ..:............... ........... 25
............. I ... ......... ....... - ..... ...- .......... 27
THIS SUBAGENT AGREEMENT is entered into by the designated Agent on behalf of the Kittitas
County Auditor's Office (hereafter called "Agent") and each Subagent named on page one of this
Agreement, individually and collectively doing business as Ellensburg Licensing, LLC. (hereafter
collectively called "Subagent"). Agent and Subagent may be individually referred to as Party, or
jointly referred to as Parties.
In consideration of the terms and conditions contained herein, the Parties hereby agree as follows:
BACKGROUND INFORMATION
PURPOSE OF THIS AGREEMENT
Agent, pursuant to its appointment by the Director of the Department of Licensing (DOL),
has the authority under Chapter 46.01 and Chapter 88.02 RCW for supervising and
controlling the issuance of vehicle and vessel titles and registrations, and the collection of
related fees and taxes, as well as the right to contract with subagents to perform such
licensing services on the Agent's behalf. Subagent, pursuant to its appointment by the
Director of DOL, has the authority to contract with the Agent to provide those licensing
services described herein.
The purpose of this Agreement is to provide standardized terms and conditions under which the
Parties will perform their vehicle and vessel title and registration activities and other duties
pursuant to this Agreement and to Title 46 RCW and Chapter 88.02 RCW.
2. DEFINITIONS
The terms used in this Agreement have the following meanings:
Appointee means each individual to this Agreement appointed as the Subagent.
Confidential Information means information that may be exempt from disclosure to the public or
other unauthorized persons under either chapter 42.56 RCW or other local, state, or federal
statutes and data defined as more sensitive than "public" and requires security protection.
Confidential Information includes, but is not limited to, vehicle legal owner, credit card
information, Personal Information, law enforcement records, agency security data, and
banking profiles.
DOL means the Department of Licensing, the state agency that administers laws relating to the
licensing and regulation of vehicles and vessels pursuant to Title 46 RCW.
DRIVES means DOL's technology system for processing of vehicle and vessel transactions and
collection of State revenues pursuant to this Agreement.
Personal Information means information that identifies an individual, including an individual's
photograph, social security number, driver identification number, name, address (but not the
five -digit zip code), telephone number, or medical or disability information. Personal
Information is a form of Confidential Information, a term used in accordance with Data Security
Requirements.
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Policy and Procedure means DOL's policies and procedures that describe how the Agent, Agent
Vehicle License Representatives, Subagent, and Subagent Vehicle License Representatives
shall carry out the work under this Agreement.
Property means any equipment, supplies or inventory supplied by DOL to Agent or to Subagent
as a third -party provider for use at VLOs.
Vehicle Licensing Representative (VLR) means a specified employee authorized to provide
vehicle and vessel title and registration services, and collect related fees and taxes as set forth
in this agreement. Such term may further be qualified as being an Agent VLR or Subagent
VLR.
Vehicle Licensing Office (VLO) means the location/facility where the respective Agent or
Subagent carries out the duties set forth in this Agreement. Such term may further be
qualified as being an Agent VLO or Subagent VLO.
Work means all licensing activities to be performed by Subagent under this Agreement and
pursuant to RCW 46.01.130 and RCW 46.01.140.
TERMS AND CONDITIONS
3. APPOINTMENT AND AGREEMENT WITH SUBAGENT
In accordance with Chapter 46.01 RCW, and upon the approval by Director of DOL, Agent hereby
appoints all Subagent Appointee(s) to be a limited propose Subagent of the Agent, and hereby
contracts with said Appointee(s) to provide all services authorized by Titles 46 and 82 RCW for the
purpose of licensing and titling vehicles and vessels, collecting vehicle and vessel fees, excise
taxes, and other fees and taxes, in addition to all other functions outlined in this agreement.
The actual performance of duties is to be carried out by specified employees of the Subagent,
called Subagent Vehicle License Representatives (VLRs). All terms, conditions, and restrictions in
this Agreement that directly apply to the Subagent, also apply to the Subagent VLRs.
Subagent accepts the appointment and agrees to perform all duties set forth in this Agreement in
accordance with the terms, conditions, and requirements herein.
Subagent further agrees that:
• All materials submitted by Subagent through the open competitive process were true and
correct and are incorporated herein by this reference.
• The Subagent rights under this agreement cannot be construed as being greater than
any rights granted to the Agent by DOL.
• The rights and responsibilities set forth in this Agreement are consistent with the
Standard Agreements for all Subagents.
Subagent's appointment automatically continues with any extension of this agreement, and
terminates upon the expiration or termination of this Agreement.
4. TERM OF AGREEMENT
This Agreement begins on the date of execution by both parties, and ends on December 31,
2024, unless terminated sooner or extended as provided herein. This Agreement may be
extended for additional periods of time upon the written mutual agreements of the Parties.
If the Agent does not anticipate extending this Agreement at the expiration of any set term, then
Agent should provide Subagent with at least ninety (90) days' notice of such intent.
County Agent/Subagent Contract: Page 4 of 28 County VLO #VO1905
Version: January 2020 Agent/Subagent Agreement
5. SCOPE OF WORK
The scope of functions, duties, and services to be performed by the Parties is set out on
Attachment A — Statement of Work. Each party shall furnish the necessary personnel,
equipment, materials and/or services and otherwise do all things necessary for or incidental to
the performance of the functions as set forth in Attachment A.
Subagent will provide the licensing services (Work) as described in this Agreement. Agent will
provide necessary Property to support Subagent in performing their work. Agent has contracted
with DOL to provide some services, equipment, supplies and inventory on Agent's behalf
directly to Subagent. DOL will be acting as a third -party provider at Agent's direction.
6. COMPLIANCE WITH POLICY AND PROCEDURE
All work performed pursuant to this Agreement, whether by Subagent or Subagent VLRs, shall be
performed in a manner that conforms to this Agreement, its attachments, and DOL's and Agent's
Policy and Procedure. This requirement is ongoing throughout the term of this Agreement and
applies to all future policies and procedures as implemented and/or amended by DOL and Agent.
A list of all applicable DOL Policy and Procedure is attached as Attachment D. Additional
Policies and Procedures will be deemed as being fully incorporated into this agreement upon the
Subagent receiving notice of the same.
Pursuant to Agent's agreement with DOL, Agent will be afforded the opportunity to review all
proposed changes to and additional policies and procedures as provided by DOL before
adoption. Upon Agent receiving such notice Agent shall forward the notice to the Subagent,
unless DOL has already provided such notice.
Subagent shall track Subagent and Subagent VLR's review of the established Policies and
Procedures.
7. COMPENSATION
Subagent will charge, collect, and retain fees as authorized by statute. Subagent VLRs must
process and collect all applicable vehicle and vessel licensing and titling fees and taxes per DOL
Policy and Procedure using DOL's DRIVES system.
8. SAFEGUARDING PERSONAL INFORMATION
Information received and/or accessed in connection with this Agreement may includE� Personal
Information. Subagent shall comply with all local, federal, and state laws and regulations, as
currently enacted or revised, regarding data security and electronic data interchange of such
Personal Information. Subagent shall further safeguard and protect all Personal Information
against any unauthorized disclosure, use, or loss as set forth in Attachment B - Data Security
Requirements. These safeguarding requirements apply to all Personal Information regardless of
whether such information came from DOL, the Agent, or the general public.
Subagent has a continuing obligation to ensure all Subagent VLR's fully understand and comply
with all Safeguarding requirements.
9. DATA OWNERSHIP
All Data contained in the DOL DRIVES System is the property of DOL, including Data entered in
the System by Subagent. This Agreement grants a license to the Subagent to access and use
that Data pursuant to the Permissible Uses and other requirements contained herein. This grant
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of license does not provide Subagent with any ownership rights to the Data. At all times, DOL
remains the sole owner of the Data.
10. PERMISSIBLE USE
Any data containing Personal Information accessed pursuant to this Agreement is for official
use only. The Permissible Use of Personal Information is solely for the purposes of carrying out
the lawful functions authorized under this Agreement and as set forth in Title 46 RCW and
Chapter 88.02 RCW. Use of Personal Information for any other purpose is strictly prohibited.
This prohibition includes, but is not limited to:
(a) Disclosing Personal Information to any public /private persons, or public/private
entities, including local, state and federal governments and/or state agencies other
than DOL or Agent. If entities, including law enforcement agencies seek data
containing Personal Information, Subagent, must refrain from disclosing such
information to the outside agency, but may inform such agency to directly request
the information from DOL.
(b) Using Personal Information for unsolicited business contact, or other commercial
purpose is prohibited unless specifically authorized by DOL or otherwise as
directed by law.
(c) In accordance with Governor's Executive Order 17-01, using the Data for purposes of
targeting or apprehending persons for violation of federal civil immigration laws, except as
required by federal or state law or otherwise authorized by the Governor.
Subagent shall ensure that all of its VLR's fully understand and comply with all Permissible Use
requirements.
11. OVERSIGHT: MONITOR, AUDIT, AND INVESTIGATE
Agent will monitor, audit, and investigate the actions and performances of the Subagent. For
purposes of this section, the actions and performances of the Subagent inherently include the actions
and performances of the Subagent VLRs who are performing services under this Agreement. Agent
has equal rights to monitor, audit and investigate all of Subagent's VLR's. Additionally the parties
agree that DOL has the right to monitor, audit, and investigate Subagent and all of Subagent's VLRs,
and that the Subagent shall assist Agent or DOL in these matters as requested.
Notwithstanding the Agent's rights as stated above, the Subagent shall monitor, audit, and investigate
its own performance, as well as the performance of its VLRs. Any Agent audit or investigation on the
Subagent may include whether the Subagent is engaging in proper oversight and responsive action
concerning its VLRs.
(a) Levels of Oversight:
1) Monitor: Agent may monitor the Subagent and/or Subagent VLRs performance at any
time. Monitoring is the general review of transactions and other activities performed by the
Subagent VLRs. Monitoring also includes, but is not limited to, reviewing of service quality,
customer service standards, ethical standards, and conduct. Monitoring is performed as part
of Agent's general routine practices, and as directed by Policy and Procedure.
2) Audit: Agent shall audit the Subagent performance under this Agreement at least once per
year. Agent may perform additional audits as necessary. Audits are the formal examination
of facilities, equipment, records, actions, practices and requirements of a Subagent related
to the performance of this Agreement. Audits may include, but not limited to, review of
County Agent/Subagent Contract:
Version: January 2020
Page 6 of 28
Agent/Subagent Agreement
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facility and maintenance requirements, the performance and compliance of all title and
licensing transactions, Policy and Procedure, reports, revenue collections and other
accounting practices, the safeguarding of equipment, the safeguarding and permissible
use of Personal and Confidential Information, and the maintenance of inventories, records,
and documents. Agent must follow established DOL process and procedure for Subagent
Audits. Agent does not have the ability to establish new audit standards or policies beyond
those outlined by DOL.
Investigate: Agent may investigate the Subagent's performance under this Agreement.
Investigation is the act of inquiring and/or examining specific actions or omissions of the
Subagent or any VLRs acting on its behalf. The investigation may be initiated based on
information the Agent acquires through its monitoring or auditing functions, or through an
outside source. Agent may expand the scope of an investigation or conduct an audit if it
discovers additional actions that require further exploration. Agent's investigation into a
Subagent does not need to be equally performed among all Subagents.
(b) Access to Agent
For purposes of any monitoring, investigation, or audits, Subagent will grant Agent and/or
DOL access to the Subagent's facilities, documents, records and other matters related to
its performance of this Agreement. Subagent will facilitate the inspection and
reproduction of records and documents requested by Agent.
(c) Agent Written Report.
The Agent will provide the Subagent with a written report detailing the results of any
investigation or audit that produces deficiency findings. The Subagent will have sixty
(60) calendar days to review and respond to the written report.
(d) Responsive Action
Subagent will immediately address all discrepancies and violations detailed in any audit,
investigation, or monitoring report. Agent will work with Subagent in good faith on all deficiency
findings and will assist with additional training opportunities where applicable.
12. BREACH; SUSPENSION; TERMINATION FOR CAUSE
Subagent's noncompliance with any terms, conditions, restrictions, or required performances of
this Agreement may be deemed as a breach. This includes the noncompliance of Subagent
VLRs. For purposes of this Agreement, there are three established levels of breach, each
defined below.
Agent determines the level of the breach based on the nature, frequency, materialityand
severity of the actions or omissions that caused the breach. Breaches provided are listed in
order of increasing severity and are not intended to be all-inclusive, nor is there any requirement
that the type of action taken start at the lowest level and be sequential. This determination is
solely at Agent's discretion, although for a Level II or Level III breach, Agent must provide the
Subagent with the opportunity to address such matters before Agent's final decision is made.
(a) LEVEL I BREACH - Warning
Agent will issue a Level I Breach is issued when Agent determines the nature of the breach is
relatively minor, and the issue is best resolved by providing a warning.
Notice of Breach: The written notice of Level I Breach will be issued to the Subagent in a
timely manner, but no later than thirty (30) calendar days after the Agent makes the
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determination that the improper conduct constituted a Level I Breach. The written notice will
be delivered to the Subagent in person, by mail, or via email using the current contact
information for the Subagent Agreement Manager. The written notice must specify that it is a
"Level I Breach" and will include the specific provision(s) of the Agreement that are in breach.
The notice may also include specific direction to resolve the breach. The Agent must keep a
formal record of the date and subject of the warning, and any corrective action required
therewith.
(b) LEVEL II BREACH — Formal Corrective Action
Agent will issue a Level II Breach when the Agent determines the nature of the breach is
significant and/or continual enough to require formal corrective action.
Notice of Breach: The written notice of Level II Breach will be issued to the Subagent in a
timely manner, but no later than thirty (30) calendar days after the Agent makes the
determination that the improper conduct constituted a Level II Breach. The notice will be
delivered to the Subagent in person, by mail, or via email using the current contact
information for the Subagent Contract Manager. The notice will specify that it is a "Level II
Breach" and will include the specific provision(s) of the Agreement that are in breach. The
Subagent or the Subagent's Agreement Manager must provide written acknowledgment of
receipt within five (5) calendar days of receiving the notification.
Subagent Response: Subagent must provide a written response to Agent within fifteen (15)
calendar days from the issue date of the Level II notice. Subagent's response must include
the action(s) taken (or to be taken) by the Subagent in order to correct and resolve each
specified breach. Agent will review the Subagent's response and determine whether the
Subagent's actions provide a proper resolution to the breach.
Corrective Action: If Agent determines the Subagent's remedy is insufficient, Agent will
prescribe its own corrective action plan. Agent will provide written approval of the remedy, or
its own corrective action plan, within ten (10) calendar days from receiving Subagent's
response. Subagent's failure to respond to a Level II Breach notice, or its non-compliance
with the approved remedy or corrective action plan, is grounds for a Level III Breach.
When the Agent deems the corrective action complete and each breach is fully cured, Agent
will provide written notice of cure to the Subagent.
(c) LEVEL III BREACH — Termination for Cause
Agent will issue a Level III Breach when the Agent determines the nature of the breach is so
severe and/or continual that it constitutes grounds for termination of the Agreement.
1) Level III Breach — Prohibited Activities
The following represents a non-inclusive list of prohibited activity and/or behavior that is
strictly disallowed and would be cause for a level III Breach as related to Agent and Agent
VLRs:
Offering a bribe, accepting a bribe or soliciting a bribe in the course of Agent business.
Charging or soliciting payment of, fees other than those prescribed by law; making
"kickbacks" of fees or reimbursement, refunding or not charging fees, or making any
economic inducement for the purpose of soliciting or increasing service volume of the
Agent.
Receiving, accepting, taking, seeking, soliciting or giving directly or indirectly, anything
of economic value, such as a gift, gratuity, favor or incentive to or from any person or
organization in relation to the conducting of business and Agent or Subagent business
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under terms of this agreement.
• Making false or fraudulent written statements.
• Using or being under the influence of alcohol, marijuana, narcotics, or prescribed or
non -prescribed controlled substances to the point it impairs performance under the
terms of this Agreement. The use, possession, distribution, dispensing, or manufacture
of alcohol, marijuana, or controlled substances in the work site or work vehicles.
• Failing to properly safeguard confidential information, or the willful misuse or
distribution of such information.
• Failing to properly remedy inappropriate conduct by Subagent or Subagent's VLRs
after DOL has provided Agent and/or Agent has provided subagent notification,
regardless of whether such notice was in lieu of a warning, reprimand, or suspension.
• Committing any act of fraudulent or dishonest dealing or crime involving in relation to
the ability to perform duties under this Agreement.
• Failing to provide reasonable oversight to prevent fraud, illegal acts, or Agreement
breach of Subagent(s) and VLRs.
• Misusing the public trust pertaining to the position of an Agent, Subagent and/or VLRs.
• Abandoning the business.
• Employing or maintaining the employment of any person who has been convicted of a
felony, a misdemeanor or gross misdemeanor related to the performance of services
provided for in this Agreement.
Notice of Breach: The written notice of Level III Breach will be issued to the Subagent in a
timely manner, but no later than thirty (30) calendar days after the Agent's discovery and
determination that the conduct constituted a Level III Breach. The notice will be delivered to
the Subagent in person, by mail, or via email to the current contact information for the
Subagent (Appointee), and the Subagent's Agreement Manager. Both Subagent (Appointee)
and the Subagent's Agreement Manager must be provided notice of the Level I I I breach;
although it only needs to be provided once if the same individual serves both roles. The
notice must specify that it is a Level III Breach and include the specific provision(s) of the
Agreement that have been breached.
Subagent Response: The Subagent (either an Appointee or Agreement Manager) is required
to provide written acknowledgment of receipt notification of the Level III Breach within five (5)
calendar days of receiving the notification. If the Subagent does not provide timely notice,
this Agreement may be suspended until such time that the Subagent provides notice. Agent
will then provide for a Termination Meeting with the Subagent, as described below.
Immediate Suspension: Agent, depending on the nature and severity of the breach, may also
elect to immediately suspend the Subagent's ability to perform transactions under this
agreement. If Agent chooses to suspend this Agreement, Agent must include in its notice
how the actions of the Subagent (or its VLR's) could cause immediate harm or damage to the
State of Washington, DOL, the Agent's office, and/or the public at large. Agent will
immediately notify DOL to suspend all VLR user access. Subagent must then provide notice
to the public by posting a notice on the business's main door indicating the office is temporary
closed, and also indicating the address(s) of a nearby office(s).
County Agent/Subagent Contract:
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Agent/Subagent Agreement
2) Level III Breach -Termination Meeting:
Agent will arrange for a Termination Meeting to take place within fourteen (14) calendar days
from the date of Subagent's response to the notice of the Level III Breach, unless Agent and
Subagent mutually agree upon another date. The Termination Meeting will be in-person
unless all parties agree to use a telephonic or web -based meeting. The purpose of the
Termination Meeting is to determine the following factors:
i. Whether the Subagent agrees or contests, in whole or in part, to the underlying
factual elements of each breach, as presented by Agent;
ii. Whether Agent needs to engage in further investigation to determine if the breach
was caused, permitted, and/or allowed by the Subagent based on facts presented.
iii. Whether a temporary suspension of the Agreement will be maintained or
implemented during any additional period of investigation, corrective action, and/or
decision making.
iv. Whether additional meetings are required to determine the ongoing level of
compliance.
V. Whether the Subagent should be given the opportunity to cure the breach through
corrective action, and/or whether the Agreement should be immediately terminated,
suspended for a set period, or whether the matter should be reduced to a Level I I
Breach.
Subagent may waive its appearance at the Termination Meeting by providing written notice to
Agent prior to the meeting.
Final Decision: Upon conclusion of the Termination Meeting or waiver of said meeting, Agent
will issue a written final decision which must include the basis of the decision, and must be
issued within ten (10) calendar days of the meeting or waiver. If termination is confirmed,
then the Final Decision will immediately terminate this Agreement upon issuance. If a
different outcome is determined, then the parties will follow the requirements as set forth in
the decision.
(d) APPEAL PROCESS
Subagent has the right to appeal a Final Decision of an Agent that results in a suspension or
a termination. A Level I and Level II Breach, or a temporary suspension during any
investigative or corrective action period are not subject to appeal.
Notice of Appeal Initiation: Subagent initiates its appeal by sending a written "Notice of
Appeal" to the Agreement Manager of the Agent, and to DOL's Vehicle and Vessel
Operations Administrator. DOL, pursuant to Policy and Procedure, will forward copies of the
"Notice of Appeaf' to the President of the Washington Association of Vehicle Subagents
(WAVS), and the President of the Washington State Association of County Auditors
(WSACA).
Notice of Al2ptal Content: The "Notice of Appeaf' must include four matters:
the specific determination that is being appealed,
the reason the appeal is being made (why Subagent feels the final decision is improper),
• the Subagent's statement of facts and evidence that supports its basis for its appeal, and
• the specific relief or alternative final decision that is being sought.
Failure to properly include all four of the above content may result in the Subagent's appeal
being rejected by the Review Board, prior to further application of the review process.
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Time Limit for Appealing: Subagent must submit its written "Notice of Appeal" to the Agent
within thirty (30) calendar days of receiving the Agent's written Final Decision on the Level I I I
Breach. Failure to submit the appeal within the allowed time will result in a waiver of
Subagent's right to appeal.
A ent's Determination not Stayed by Appeal. The suspension or termination of this
Agreement is not stayed during the pendency of an appeal. Agent, and/or DOL may also still
perform an audit and secure all equipment and supplies as set forth in Attachment A, § 7.
Binding Decision: The Review Board's Final Decision is permanent and binding on all parties
and may not be subject to further appeal or review.
(e) APPEAL REVIEW BOARD
At the direction of DOL, the President of WAYS and WSACA chairs will convene a Review
Board to consider the merit of any appeal or dispute. DOL will be responsible to coordinate
scheduling and location for the Review Board proceedings and notification to the Agent and
Subagent.
Members of the Review Board must not have prior involvement with the specific allegation(s)
to be ruled upon or have a conflict of interest. Members of WSACA and WAVS serving on
the review board must be in good standing and not be the subject of an open appeal or open
termination proceeding, and may not be from the same county as the Subagent being
reviewed.
Composition of Review Board: The Review Board will be comprised of the following
persons:
• A representative from WSACA appointed by WSACA in accordance with WSACA
policy.
• A representative of WAVS appointed by WAVS in accordance with WAVS policy.
• The Director of DOL or the Director's designee.
The review board will self-select a chairperson for purposes of the review.
Quorum: All three (3) members of the Review Board are required to constitute a quorum.
Location of the Review Process: The Review Board shall conduct the review process in the
county in which the termination, suspension or dispute took place, unless another mutually
agreeable venue is selected.
Time of Review Board Review Process: The review process is to take place within thirty (30)
calendar days of the date the "Notice of Appeaf' was received by Agent, unless an
alternative mutually agreeable date is selected.
Burden of Proof: The burden of proof is on the Agent to show that by a standard of
preponderance of evidence that the Subagent engaged in noncompliant action(s) that
caused a breach of the Agreement, and that such actions justify the final disposition as
determined by the Agent.
Review Board Procedure Evidence: Documentary evidence may be submitted in addition to
witness testimony. No later than ten (10) calendar days prior to the scheduled review
proceeding, Agent and Subagent must submit to the review board, and to the other party, a
list of all witnesses, and all documentary evidence that will be introduced and/or used at the
hearing.
The Rules of Evidence do not apply, but the Review Board will consider only relevant
evidence, and will determine the substantive weight and credibility of such evidence.
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Version: January 2020 Agent/Subagent Agreement
Review Board members may ask questions of any witness in an orderly fashion at any time
in the proceeding.
Recording of the review process is not required but may be allowed at the discretion of the
Review Board and with express written permission from all being recorded.
Review Board members may not have discussions with DOL, Agent or Subagent or their
representatives, regarding the substantive merits of the allegation(s) to be discussed during
the review process. If one member of the Review Board violates this provision, the
remaining members will determine whether to maintain or to remove that member and
appoint a replacement within twenty-four (24) hours.
Length of Presentation: At the beginning of the review process, the Review Board will
announce how much time each Party is allotted to present their case, starting with the
Respondent Agent. In addition, the Respondent Agent will be allowed an additional short
period for rebuttal. If any party fails to appear, the review process will proceed.
Remedies: The Final Decision of the Review Board must be agreed upon by at least two (2)
members of the Review Board in order to become final. The Review Board may announce
its decision orally at the conclusion of the hearing, but must issue a final written decision that
includes the basis and reasoning of its decision to the Parties within ten (10) calendar days
after the conclusion of the review process. The Review Board may uphold the Agent's Final
Decision, reverse the Final Decision, impose other sanctions or corrective action, or remand
to the Agent for additional investigation. The Review Board's decision will be the Final
Decision under this Agreement.
13. NON -BREACH TERMINATIONS; POST TERMINATION PROCEDURES
Termination by Mutual Agreement: The parties may terminate or suspend this Agreement by
mutual decision. Any such termination/suspension must be set in writing and executed by
the authorized signatory of each party.
Termination for Withdrawal of Authority: If Agents authority to actively engage in this Agreement
is compromised, suspended, or terminated, whether by a lack of funding, or by any other
governmental issue, including changes in statute, administrative codes, changes in DOL's
authorization, or agency policies, the Agent may terminate or suspend this Agreement for
convenience with a minimum of thirty (30) days' notice. The Agent is to provide the Subagent
with as much notice as possible. This type of termination must apply equally to all Subagents in
the county.
Post -Termination Procedures: After termination of this Agreement for any reason, Subagent
must settle all outstanding liabilities and claims arising from any work under this Agreement and
return all equipment and supplies as required herein. Agent will also perform all VLO Closure
actions as noted in the Statement of Work — Attachment A, Section 7.
14. INSURANCE
Insurance Requirements. Subagent shall maintain at its own cost and expense commercial
general liability insurance including personal injury and contractual liability not less than
$1,000,000.00 per occurrence and a general aggregate limit of not less than $2,000,000.00
• The insurance policy must be issued by an insurance company authorized to do business
within the state of Washington. Agent and DOL must be included as additional insured,
for full policy limits, on Subagent's commercial general liability insurance policy.
County Agent/Subagent Contract:
Version: January 2020
Page 12 of 28 County VLO #VO1905
Agent/Subagent Agreement
Prior to performance of any work under this Agreement, and upon each insurance
renewal thereafter, the Subagent must furnish Agent the Certificate(s) of Insurance (COI)
and endorsements showing compliance with the insurance requirements herein. Agent, at
its discretion, has the right to request updated copies of COI, but failing to request the COI
does not relieve Subagent of its affirmative duty to provide it. Agent must receive 30 days
written notice of cancellation or alteration of a policy
■ Subagent waives all rights against the Agent, DOL, and the State of Washington for
recovery of damages to the extent that such damages are, or would be, covered by
general liability or umbrella insurance maintained pursuant to this Agreement. All
insurance provided in compliance with this Agreement must be primary as to any other
insurance programs afforded to or maintained by Agent.
Renters Insurance: If Subagent leases commercial space as its VLO, Agent may require
Subagent to obtain renters insurance in an amount that minimally covers all costs of 'supplies,
inventory, and equipment. Agent's election to require renter's insurance must be applied equally
to all Subagents in that county.
15. AGREEMENT ALTERATIONS AND AMENDMENTS
This Agreement may only be amended by mutual agreement of both parties. Such amendments
are not binding until they are in writing and signed by personnel authorized to execute the same
for each respective party.
Notwithstanding the above paragraph, and pursuant to RCW 46.01.140, Policy and Procedure
may be amended by DOL. Subagent will remain subject to the Policy and Procedure as amended.
Pursuant to RCW 46.01.140, agreements between Agents and Subagents need to be
Standardized Agreements developed by DOL. In order to maintain standardization, any
amendment executed by the Parties, without the prior written approval of DOL is a violation of
statute and therefore void.
16. AUTHORIZED SIGNATORIES
Agent: The authorized signatory for the Agent is the County Agent, or his/her delegate as
appointed in writing.
Submit: Each individual identified as a Subagent Appointee, listed on the first page of this
agreement is an authorized signatory. The execution by any Appointee is binding against all
Subagents.
17. AGREEMENT MANAGEMENT
The respective Agreement Manager(s) for each party is indicated on the first page of this
Agreement. Each respective Agreement Manager is the primary contact person for all
communications, billings, and notices regarding the accounting, compliance, breach, and
performance issues of this Agreement. Notices and communications may be provided by hand
delivery, by U.S. postal services, or electronically via email to the last stated email address of an
Agreement Manager. Additionally, delivery of a notice to a Subagent Appointee will also suffice
as giving notice to all Subagents.
Each Party has a continuing obligation to provide the other party with the current name, phone
number, and email address of that Party's respective Agreement Manager and signatory. This is
an affirmative duty that must be maintained current. A notice of change to the Agreement
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Version: January 2020 Agent/Subagent Agreement
Management should be set in writing, and provided in advance of the change, or as soon
thereafter as possible.
Each party bears the consequences of a missed communication or notice, if delivery of such
matter was not received because of that party's failure to provide updated Agreement
Management information.
18. ASSIGNMENT AND USE OF SUBCONTRACTORS
This Agreement may not be assigned by either Party.
Subagent may not enter into subcontracts for any work or services related to the subject matter
of this Agreement without the prior written approval of the Agent. This clause does not include
contracts of employment between the Subagent and personnel employed to work for the
Subagent.
19. DISPUTES
The parties agree the services of this Agreement concern the best interest of the public,
therefore all disputes under this Agreement are to be resolved as amicably and as timely as
possible.
Good Faith Efforts: The parties agree to in good faith promptly resolve any dispute, controversy
or claim arising out of or relating to this Agreement, through negotiations between senior
management of the parties. If the dispute cannot be resolved within 30 calendar days of initiating
such negotiations, the parties may agree upon an alternative dispute resolution process. Unless
the parties agree that submission to alternative dispute resolution would be futile, this provision is
a prerequisite to either party filing an original action in superior court.
Continued Performance: Pending dispute resolution or court action, both parties will continue to
carry out their respective responsibilities under this Agreement.
Exception for Breach: The dispute process herein does not apply to any determination of
Breach, corrective action, or a suspension or termination for cause, which is disputed as set forth
in Section 13 D.
20. GOVERNING LAW AND VENUE
This Agreement is governed by the laws of the state of Washington. Venue of any lawsuit filed by
any party against the other party arising in whole or in part of this Agreement must be in the Superior
Court of the County where the Agent is located.
Order of Precedence: In the event of an inconsistency in this Agreement, unless otherwise provided
herein, the inconsistency shall be resolved by giving precedence in the following order:
1) Applicable federal and state statutes and regulations
2) Terms and Conditions of this Agreement
3) Statement of Work, Attachment A
4) Data Security Requirements, Attachment B
5) Title VI Compliance, Attachment C
6) DOL Policy and Procedure, Attachment D
County Agent/Subagent Contract:
Version: January 2020
Page 14 of 28 County VLO #VO1905
Agent/Subagent Agreement
21. LIMITATION OF LIABILITY
DOL, as a third party provider, will not be responsible for any financial and/or material loss to the
Agent or any Subagent for down time of business, equipment, communication lines or DOL
operating systems during normal operating hours. DOL may not be held liable for any errors
which occur in compilation of Data, nor may DOL be held liable for any delays in furnishing
amended Data.
22. INDEMNIFICATION AND HOLD HARMLESS
Each party is responsible for the actions and omissions of itself and its own employees and
officers acting within the scope of its authority, and shall hold the other party harmless against all
claims for damages resulting from its own acts and/or omissions, arising out of or resulting from
its performance of this Agreement.
Agent understands that it cannot hold Subagent responsible for noncompliance to the extent
that such noncompliance was caused by the Agent's or by DOL's failure to first perform
specified third party actions as stated herein.
23. INDEPENDENT CAPACITY
Each party, including its directors, executives, and employees, is a separate and independent
legal entity that is solely acting under its own authority. All owners, directors, and/or employees of
Subagent are the independent personnel of the Subagent and are not employees of the Agent.
24. LEGAL COMPLIANCE
Subagent shall comply with all applicable local, state, and federal laws rules and regulations.
Such compliance includes, but is not limited to, all applicable licensing requirements of the state
of Washington, all civil rights and non-discrimination laws, the Americans with Disabidties Act
(ADA) of 1990, and all federal and state employment laws, including Title VI requirements as set
forth on Attachment C. Failure to comply with this provision may be grounds for termination of
this Agreement regardless of any effect such non-compliance may have on the subject matter of
this Agreement.
25. RECORDS MAINTENANCE
Each party shall maintain books, records, documents, and other evidence that fully reflect all
transactions made by them pursuant to this Agreement. This includes records that reflect the receipt,
retention, and disbursement of all fees and taxes, and all costs expended in the performance of the
duties and services described herein. This includes, but is not limited to, all banking deposit and
withdrawal slips, reconciliation statements, and other documents whether in paper or electronic form.
Subagent shall maintain all records documents and other evidence as it relates to the receipt, usage,
and/or maintenance of all supplies, inventory, and equipment provided under this Agreement.
Subagent shall also maintain records of all other matters concerning compliance with this
Agreement, and as further directed by Policy and Procedure.
26. RECORDS DISCLOSURE — PUBLIC REQUESTS
Subagent may not publicly release any records or information under this agreement
pursuant to a public records request (Chapter 42.56 RCW). If Subagent receives a public
records request, Subagent will immediately forward the request to Agent and DOL within
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Version: January 2020 Agent/Subagent Agreement
twenty-four (24) hours. All requested records and information may only be released to
Agent or DOL.
Subagent shall fully cooperate, comply, and produce all records requested by Agent or
DOL pursuant to any public disclosure request submitted to the Agent or DOL. The
timelines for the production and/or disclosure of records will be established by the Agent or
DOL relative to each independent disclosure request. Subagent must provide all requested
information in a timely manner. If Subagent fails to do so, it will be liable for any associated
penalties or fees caused by their delay.
27. SEVERABILITY
If any provision of this Agreement is held invalid, such invalidity shall not affect the other provisions
of this Agreement which can be given effect without the invalid provision, if such remainder conforms
to the requirements of applicable law and the fundamental purpose of this Agreement, and to this
end the provisions of this Agreement are declared to be severable.
28. OWNERSHIP AND TREATMENT OF PROPERTY
All supplies, inventory, and equipment (Property) furnished to the Subagent under this
Agreement, whether by DOL as a third party provider or by Agent, remains the property of DOL,
and DOL retains full title and all rights associated with ownership. Subagent shall ensure that
supplies, inventory, and equipment do not become security for any debt, or fixtures at Subagent's
location.
Any Property furnished to Subagent under this Agreement must be used only for the performance
of this Agreement. Subagent shall surrender to Agent all Property upon completion, termination
or expiration of this Agreement.
Subagent may be responsible for loss or damage of Property due to negligence. Upon such
damage or loss, Subagent shall notify Agent and shall take all reasonable steps to protect
Property from further damage.
29. SURVIVORSHIP
Notwithstanding the expiration or termination of this Agreement, the terms, conditions and
warranties contained in this Agreement concerning the Safeguarding Personal Information and
Permissible Use, and retention of records, survive completion, cancellation or termination of this
Agreement.
30. WAIVER
An omission by either party to exercise its rights under this Agreement does not preclude that party
from subsequently exercising such rights, and does not constitute a waiver of any other rights.
County Agent/Subagent Contract: Page 16 of 28
Version: January 2020 Agent/Subagent Agreement
County VLO #VO1905
ATTACHMENT A - Subagent Statement of Work (SOW)
The purpose of this attachment is to describe the licensing services (Work) to be performed by the
Subagent and establish the support services to be provided by Agent and/or DOL as a third party
provider. It includes the manner in which the Subagent will perform its actions, to include the timing,
quality assurance, and customer services levels associated with such performance.
All Subagent work must be performed by the Subagent or the Subagent VLRs. Any actions, whether
performed by the Subagent or its VLRs, are actions deemed to be performed by the Subagent, and
the Subagent remains fully responsible for the compliance of all terms and conditions to this
Agreement.
1. FACILITY REQUIREMENTS —Vehicle Licensing Office (VLO)
1.1 Facility Selection and Set up — Subagent Requirements:
If Subagent's VLO is already set up and operating, the requirements of this section are
deemed completed. However, If Subagent moves its location or adds more equipment to its
current location, Parties shall adhere to the following requirements:
Subagent must select a facility that has adequate open space, seating, and parking to
accommodate the number of people who enter Subagent's facility for vehicle or vessel
transaction purposes.
Subagent must provide to Agent, a site floor plan setting forth the positioning of furniture,
electrical service, customer service areas, and general open areas. The configuration of the
Subagent's VLO must be approved by Agent, however, the Agent, pursuant to its agreement
with DOL, must first seek the prior approval of DOL.
Subagent must select a facility that can provide the necessary electrical outlets and
data/phone/internet cabling to properly accommodate all electrical and internet requirements
for full business operations.
■ If the VLO does not have adequate available electrical outlets and/or structured cabling,
Subagent shall have additional outlets and/or structured cabling installed at Subagent's
expense.
Subagent must work with Agent to approve all VLR workstation allocations as described in
Policy and Procedure.
Agent must ensure that any and all necessary modifications are made to the site in order to
meet DOL specifications and facilitate installation of equipment.
Subagent must retain DOL's equipment in the same place as installed. Subagent must
maintain all equipment in good working order.
Subagent must provide all office furniture and maintain such furniture in good working order.
Is If Subagent intends to remodel, it must provide a site plan for the remodel to Agent for
approval. Subagent's remodel must also meet all other requirements of this section.
1.2 Facility Approval and Installation:
Agent must approve or decline all site plans within fourteen (14) calendar days of
submission, providing that Agent has received its approval or denial from DOL. If the site
plan id declined, Agent must provide adequate justification and explanation for the denial.
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Version: January 2020 Attachment A - Statement of Work
DOL, as third -party provider on behalf of Agent, will coordinate the completion of the site's
data connection and all equipment required for the site to be operational within sixty (60)
calendar days of the final approval of Subagent's site plan. If the site is not structurally
ready for the installation of data lines at that time, DOL will install the same within a
reasonable time based on when the site accommodates such installation.
DOL, or an authorized contractor on behalf of DOL, as a third party provider, will provide, install,
and test equipment for the Subagent in accordance with standards for functional connectivity. If
the Subagent relocates or requires a reconfiguration of the workstations, DOL or an authorized
contractor on behalf of DOL, will relocate, reinstall and retest the equipment and functionality at
the expense of the Subagent.
Subagent may request permission from Agent to install its own data connection. Agent,
in turn will seek approval from DOL. If approved, all set-up and recurring costs related to
the installation of the data connection will be the responsibility of the Subagent.
1.3 Equipment Installation:
DOL, as third -party provider on Agent's behalf will provide and install all necessary
equipment for the Subagent, based on the number of workstations as approved in its site
plan. DOL, per its direct agreement with the Agent, will also test for functional connectivity
of the equipment to verify that it fully accesses DOL's DRIVES system. Subagent
understands and agrees that all equipment provided by DOL will remain the sole property of
DOL.
If Subagent relocates or requires a reconfiguration or increase of additional equipment,
Subagent must notify the Agent who will make the request to DOL as per Policy and Procedure.
If Subagent needs to make employee accommodation modifications to equipment or
software, Subagent must obtain the approval of Agent prior to making such modifications.
Subagent will bear the costs for making such modifications, and will reimburse Agent
and/or DOL for any such costs either entity experiences.
Agent, Agent VLRs, Subagents, and Subagent VLRs are prohibited from the following:
• Removing any state tags or other identifying labels from equipment, removing the
equipment from the premises where it is installed.
■ Connecting any additional equipment to the communications line;
• Modifying, adding, or removing parts from equipment, unless authorized by DOL.
• Use or adding of external drives, software programs or packages to the
equipment, hard drives or computer systems. Allowing any equipment provided
by DOL to be deemed as becoming a fixture at the facility where it is located.
• Encumbering or allowing any lien or security interests to be placed on the supplies,
inventory or equipment.
1.4 Equipment Maintenance Obligations:
Agent shall be responsible for coordinating with DOL to provide all needed maintenance,
repair, and replacement of equipment. However, if the repair, replacement, or
maintenance is caused by the improper actions of the Subagent or its VLRs, then
Subagent will reimburse Agent or DOL for all related costs.
Agent per its Agreement with DOL will establish a system where DOL, as third party
provider, will provide maintenance services within twenty-four (24) hours or the next
business day, following notification from Subagent of a malfunction of the equipment.
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Version: January 2020 Attachment A — Statement of work
Agent or DOL will not be responsible for any financial and/or material loss to the Subagent
for down time of equipment, communication lines or DOL operating systems during normal
operating hours.
1.5 VLO Facility Operations:
Subagent must maintain its VLO as a clean, sanitary and safe environment for the public to
include, but not limited to, meeting all city, county, state and federal requirements for building
safety and fire codes.
Subagent must post its hours and days of operation in an outward facing manner so that it is
easily viewable to the public. Subagent must receive Agent's approval for changes in days
and hours of operation, and follow the notification requirements set forth in Policy and
Procedure.
2. SUPPLIES AND INVENTORY
2.1 Agent Obligations:
Agent shall secure all supplies and inventory from DOL and shall provide the Subagent with the
supplies and inventory to be used by the Subagent in the performance of all licensing functions
included in this Agreement.
Agent, if possible, may also facilitate DOL directly providing any supplies or inventory to the
Subagent if agreed upon by all entities. Subagent will not be responsible for loss or damage to
the inventory or supplies during transportation or removal by DOL, Agent or either of their
representatives.
The amount of supplies and inventory given to the Subagent will be determined by Policy and
Procedure. If Subagent needs additional supplies and inventory, Subagent will request the
same from Agent pursuant to Policy and Procedure.
All inventory furnished by DOL under this Agreement, and retained by the Subagent, remains
the sole property of DOL, and DOL maintains full title and rights associated with sole
ownership.
2.2 Subagent Obligations:
Subagent shall maintain, protect, and use the supplies and inventory provided under this
Agreement in accordance with Agent's and DOL's Policy and Procedures. All such supplies
and inventory must be used solely for purposes of carrying out the licensing functions of this
Agreement.
Subagent is responsible for loss of or damages to DOL supplies and inventory while in the care
and custody of the Subagent.
2.3 Maintenance of All Supplied Property:
Subagent shall provide basic care of all Property in order to avoid damage.
Subagent shall notify Agent immediately of any malfunction in the equipment or
communications lines of the Subagent. Agent may direct Subagent to contact Agent's
provider, which may be DOL. Subagent shall thereafter ensure that the Agent's or DOL's
representative has full, free, and safe access to the equipment and communications lines as
necessary to perform maintenance, between the hours of 8:00 a.m. and 5:00 p.m., or normally
scheduled hours of the Subagent unless prior arrangements have been made on any weekday
that is not a state holiday or mandated temporary layoff day.
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Version: January 2020 Attachment A — Statement of Work
Subagent shall reimburse Agent and/or DOL as the third party provider for any and all
costs incurred for the repair, replacement, and/or maintenance of the Property due to the
failure of Subagent to provide basic care of the Property or when the Property is damaged
or otherwise malfunctions through misuse, fault, or neglect of Subagent.
3. TRANSACTION FUNCTIONS
3.1 Establishing User Accounts:
Subagent will submit the request for VLR access to DOL's systems by providing Agent with the
required information as directed in Policy and Procedure.
Subagent will obtain a background check for each Subagent VLR as directed in Policy and
Procedure prior to requesting access. If the results of the background check do not conform to
the requirements set forth in Policy and Procedure, Subagent will not request access.
Agent will forward the Subagent's request for VLR access to DOL. DOL, as a third party
provider, will establish and issue user accounts to Subagent VLRs upon receipt of the Agent's
request along with the information required per Policy and Procedure.
All login and Access information is for individual use only. Each VLR must protect their
passcodes and access information from disclosure and may not allow other individuals to use
their access. Each VLR is individually responsible for all activity on their individual account,
Whenever a Subagent removes a VLR from its office, Subagent will provide notice to the
Agent immediately, but no later than two (2) business days of the removal. Agent will forward
the information to DOL as set forth in Agent's Agreement with DOL. DOL will delete all logon
and access credentials for that individual.
3.2 Performance of Transaction Functions:
Subagent and its VLRs shall provide all services for vehicle title and registration applications
and issuances as authorized in statute and further directed by Policy and Procedure.
3.3 Quality Service Assurance:
Subagent shall ensure that:
All services are performed accurately and properly in accordance with state law,
Policy and Procedure, and in accordance with this Agreement;
• All customer services are performed in a professional, courteous, and ethical manner
that is consistent with Policy and Procedure, as well as any additional requirements
based on Agent's policies and procedures.
■ All transactions are properly executed, documented, and entered into DOL's DRIVES
system with an accuracy level of one hundred percent (100%), not to fall below ninety-
five percent (95%).
o Accuracy level relates to the completeness of the transaction, whereby if any
documents, cash handling, or computer entries, were incomplete, missing, altered,
or processed incorrectly or where taxes or fees due were waived, reduced,
overridden, or altered without proper supporting documentation or approval.
If Subagent becomes aware of any invalid or improper customer transaction, Subagent
must immediately notify the customer as applicable, and cause the transaction to be
corrected as quickly as possible. Subagent shall also perform such corrective non -fee
transactions for any customer at its facility, even if the original transaction was conducted at
a different facility.
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Version: January 2020 Attachment A — Statement of Work
4. BANKING AND REVENUE ACCOUNTABILITY
Subagent is responsible for the collection, retention, and payment of all revenue generated
through the performance of transactions under this Agreement. Subagent shall provide for such
collection, retention and payment as follows:
4.1 Establishing an Account:
If Subagent has already established its banking account which is currently in use and approved
by Agent, then Subagent does not need to establish a new account. Otherwise, Subagent shall
establish a noninterest -bearing checking account with a public depository bank or credit union that
is authorized by the Washington State Treasurer's Office to accept public deposits and Automated
Clearing House (ACH) electronic fund activities. The account shall be titled as the DOL Agency
Account.
Subagent shall complete and sign an ACH authorization form allowing fund transfers by the Agent,
and by the DOL Chief Financial Officer (CFO).
Subagent shall fill out a signature card, which must include the following data:
• Bank or credit union name
• Account number
• Agent and Subagent name
■ Agent and Subagent signatures
Subagent shall also reserve space on the signature card for Agent, and for DOL's CFO to add
his/her name, title, and signature. Each signature card must authorize DOL, the Agent, and the
Subagent to withdraw funds.
Subagent shall keep each signature card and ACH authorization form current and available for
review as requested. If Subagent wishes to change its account, it must get preapproval from
Agent, and then follow all procedure herein before using that account.
All above requirements are to be completed at least thirty (30) calendar days prior to the use of any
account.
Agent is responsible for ensuring that all bank accounts and ACH authorization remains as set
forth above. It is also Agent's responsibility to make sure that all payments to, and withdrawals
from the DOL Agency Account is in accordance with state law and Policy and Procedure.
4.2 Separation of Funds:
Subagent shall use the DOL Agency Account, as established above (Section 4.1) only for the
deposit, transfer, and withdrawal of revenue generated through the performance of transactions
under this Agreement. If Subagent engages in additional business at its location, the retention and
deposit of other moneys must be done separately. Subagent may not deposit funds received from
non -DOL business into the DOL account.
Subagent shall ensure all payments received for DOL licensing activities are kept in a dedicated
cash drawer used only for licensing transactions.
Subagent shall record, report, and track DOL account activities separate from non -DOL account
activities.
4.3 Accepting Payment:
Subagent shall only accept payments through tender per Policy and Procedure.
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Version: January 2020 Attachment A — Statement of Work
4.4 Deposit and Withdraw of Funds:
Subagent shall deposit and withdraw funds only as permitted in Policy and Procedure.
4.5 Lost Revenues:
In the event of theft, burglary, misplacement or destruction of revenue collected by Subagent
the Subagent is responsible for ensuring customers are notified and replacement payment is
collected. Subagent is responsible for all costs related to the recovery of revenue.
■ Subagent must report all theft or burglary to DOL, Agent, and local law enforcement.
• Subagent must provide documentation of any insurance claim for loss and also provide
any criminal investigation number per Policy and Procedure, and will reimburse Agent
and/or DOL for all costs resulting from Subagent errors or omissions.
5. EDUCATION AND TRAINING
5.1. Designation of DOL Training Requirements:
DOL as a third -party provider of education, training, testing, and support, pursuant to its
contractual agreement with the Agent, is required to establish all educational training
requirements that are necessary for the Agent, Agent VLRs, Subagents, and Subagent
VLRs.
• The trainings may be developed directly by DOL, outside sources, or in collaboration with
Agents and other related stakeholders.
• The trainings may include a testing component to determine whether the trainee has
sufficient understanding of the material and meets minimum requirements for maintaining
access to DOL systems.
DOL may also provide support service functions to assist Agent, Subagents, and VLRs to
meet performance obligations and may provide additional information as needed.
5.2. Fulfillment of Training Requirements — Agent Actions:
Agent shall notify Subagents of all training requirements including an updated list of required
trainings and their due dates. The trainings may be performed live by in-person instruction,
written communication, web -based, electronically through a computer-based format, or by
using other training methods.
Agent, or DOL on Agent's behalf, shall provide initial training, and further provide ongoing
training for continuing education. Agent must provide Subagent with reasonable notice and
flexible opportunities to receive training.
Agent shall monitor and track all Subagent VLRs to ensure that each VLR receives and
completes the training within the required timelines.
Agent will provide notice of all completed, and non -completed trainings to DOL within the
stated timelines; VLRs who do not receive the training in a timely fashion will be denied
future access to DOL DRIVES system until such time that Agent confirms with DOL that the
training was completed.
5.3. Fulfillment of Training Requirements — Subagent Actions:
Subagents shall attend and receive all required trainings. This obligation remains in effect
even if Subagent does not act as an actual VLR, and/or have an active User Account. If
Subagent wishes to have a designee carry out its training duties, Subagent must first get
written approval from Agent.
County Agent/Subagent Contract: Page 22 of 28 County VLO #Vol905
Version: January 2020 Attachment A — Statement of work
Subagent shall provide all training to its Subagent VLRs as requested by Agent.
Subagent shall ensure that all Subagent VLR's receive and complete each and every
required training by the designated timelines. Any non -completed training must be reported
to Agent.
Subagent shall track the training of all Subagent VLRs, and provide written verification of all
completed trainings to the Agent prior to the timelines associated with each training.
6. NOTICE REQUIREMENTS:
Required Notice to Agent:
Subagent has an affirmative duty to notify the Agent if Subagent, or Subagent's Agreement
Manager learns of any of the following:
• If any Subagent VLR is no longer acting as a VLR for the Subagent.
If any Subagent VLR engages in any Prohibited Activity as provided in Contract Section
13 (c) — Level III Breach Prohibited Activities or other actions that may cause the
Subagent to be in a Level III Breach.
If Subagent or Subagent VLRs ever use the Confidential Information in a manner that
violates and/or exceeds the Permissible Uses as stated herein.
7. SUBAGENT VLO CLOSURE
Upon the expiration or termination of this Agreement or upon the closure of the Subagents
business, Subagent shall permit and/or facilitate the following:
a) Subagent shall preserve all records, monies, supplies, inventory, and equipment, and keep the
same secure until they are audited and/or otherwise in the possession of Agent or DOL. Agent
will immediately perform an audit, or assist DOL to perform an audit on all of the Subagent's
business practices related to this Agreement.
b) Subagent shall cooperate and permit Agent and/or DOL to conduct an audit on all of
Subagent's transactions, operations, accounting, inventory, and equipment related to this
Agreement.
Prior to the audit, Subagent is prohibited from altering, removing, destroying, or otherwise
manipulating equipment, documents, records, files, negotiable items including money, and
any other materials in any manner not related to the proper fulfillment of services under this
Agreement.
c) Subagent will permit Agent or DOL to take possession of all remaining supplies, inventory, and
equipment, provided under this Agreement.
d) Subagent will permit Agent or DOL to take possession of all vehicle and vessel title and
licensing related fees and taxes collected,
e) Subagent shall pay all applicable fees owing to Agent and/or DOL.
County Agent/Subagent Contract: Page 23 of 28 County VLO #Vol 905
Version: January 2020 Attachment A — Statement of Work
ATTACHMENT B - Data Security Requirements
1. Data Classification
The classification of the Data shared under this Agreement includes:
❑ Category 1 — Public Information
❑ Category 2 — Sensitive Information
® Category 3 — Confidential Information
❑ Category 4 — Confidential Information Requiring Special Handling
2. Access Security
Access to the Data will be restricted to authorized users by requiring a login using a unique user ID and
complex password or other authentication mechanism which provides equal or greater security. Passwords
must be changed on a periodic basis and the sharing of user ID and passwords is strictly prohibited.
3. Data Storage
Subagent agrees that any and all Data will be stored, processed, and maintained solely on designated
computing equipment and that at no time will Data be processed on or transferred to any portable storage
medium.
4. Data Transmission
Subagent agrees that any and all electronic transmissions or exchanges of system and application Data with
DOL and/or any other parties expressly designated by DOL shall take place via secure means. Data that is
transferred by and/or resides on assigned DOL equipment is considered secure.
5. Distribution of Data
Subagent shall ensure no Data of any kind shall be transmitted, exchanged, or otherwise passed to other
contractors/vendors or interested parties except on a case-by-case basis as specifically agreed to in writing
by DOL. Subagent further agrees not to release, outside their control, screen prints or other printed
documents that are not designated for the customer. All hard copies not necessary for business use must be
destroyed as referenced in the Data Disposal section.
6. Data Disposal
Unless otherwise specified in the Agreement, Subagent agrees that upon termination of this Agreement it
shall erase, destroy, and render unrecoverable all Data and certify in writing that these actions have been
completed within 30 days of the termination of this Agreement or within 7 days of the request of a Subagent of
DOL, whichever shall come first. At a minimum, media sanitization is to be performed according to the
standards enumerated by NIST SP 800-88 Guidelines for Media Sanitization.
7. Security Breach Notification
Subagent agrees to comply with all applicable laws that require the notification of individuals in the event of
unauthorized release of DOL data or other event requiring notification. In the event of a breach of any of
Subagent's security obligations, or other event requiring notification under applicable law, Subagent agrees to
the following:
a) Notify DOL and Agent by telephone and e-mail of such an event within 24 hours of discovery:
DOL Help Desk, phone: (360) 902-0111; email: hlbhelp@dol.wa.gov
b) Assume responsibility for costs and for cooperating with DOL on all matters necessary for informing all
such individuals, as directed by DOL, and in accordance with applicable state and federal laws.
c) Mitigate the risk of loss and comply with any notification or other requirements imposed by law or DOL.
County Agent/Subagent Contract: Page 24 of 28 County VLO #VO1905
Version: January 2020 Attachment B — Data Security Requirements
ATTACHMENT C -Title VI Compliance
During the performance of this Agreement, the Subagent, for itself, its assignees, and successors in interest
agrees as follows:
1. Compliance with Regulations: The Subagent will comply with the Acts and the Regulations relative to
Nondiscrimination in Federally -assisted programs of the U.S. Department of Transportation (USDOT), Federal
Motor Carrier Safety Administration (FMCSA), as they may be amended from time to time, which are herein
incorporated by reference and made a part of this contract.
2. Nondiscrimination: The Subagent, with regard to the work performed by it during the contract, will not
discriminate on the grounds of race, color, national origin, sex, age, disability, income -level, or Limited English
Proficiency (LEP) in the selection and retention of subcontractors, including procurements of materials and
leases of equipment. The Subagent will not participate directly or indirectly in the discrimination prohibited by
the Acts and the Regulations as set forth on the following page, including employment practices when the
contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.
3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by
competitive bidding, or negotiation made by the Subagent for work to be performed under a subcontract,
including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be
notified by the Subagent of the contractor's obligations under this contract and the Acts and the Regulations
relative to Non-discrimination on the grounds of race, color, national origin, sex, age, disability, income -level, or
LEP.
4. Information and Reports: The Subagent will provide all information and reports required by the Acts, the
Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts,
other sources of information, and its facilities as may be determined by the Washington State Department of
Licensing (DOL) or the FMCSA to be pertinent to ascertain compliance with such Acts, Regulations, and
instructions. Where any information required of a contractor is in the exclusive possession of another who fails
or refuses to furnish the information, the Subagent will so certify to the DOL or the FMCSA, as appropriate,
and will set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of a Subagent's noncompliance with the Non discrimination
provisions of this contract, the DOL will impose such contract sanctions as it or the FMCSA may determine to
be appropriate, including, but not limited to:
a. withholding payments to the Subagent under the contract until the Subagent complies; and/or,
b. cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The Subagent will include the provisions of paragraphs one through six in every
subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the
Regulations and directives issued pursuant thereto. The Subagent will take action with respect to any
subcontract or procurement as the DOL or the FMCSA may direct as a means of enforcing such provisions
including sanctions for noncompliance. Provided, that if the Subagent becomes involved in, or is threatened
with litigation by a subcontractor, or supplier because of such direction, the Subagent may request the DOL to
enter into any litigation to protect the interests of the DOL. In addition, the Subagent may request the United
States to enter into the litigation to protect the interests of the United States.
County Agent/Subagent Contract: Page 25 of 28 County VLO #VO1905
Version: January 2020 Attachment C — Title VI Compliance
ATTACHMENT C - Title VI Compliance Continued
During the performance of this contract, the Subagent, for itself, its assignees, and successors in interest
(hereinafter referred to as the "Subagent") agrees to comply with the following non- discrimination statutes and
authorities; including but not limited to:
(a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on
the basis of race, color, national origin), as implemented by 49 C.F.R. § 21.1 et seq. and 49 C.F.R. § 303;
(b) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §
4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of
Federal or Federal -aid programs and projects);
(c) Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);
(d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
(e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on
the basis of age);
(f) Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits
discrimination based on race, creed, color, national origin, or sex);
(g) The Civil Rights Restoration Act of 1987, (102 Stat. 28.), (" ....which restore[d) the broad scope of
coverage and to clarify the application of title IX of the Education Amendments of 1972, section 504 of the
Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and title VI of the Civil Rights Act of
1964.");
(h) Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability
in the operation of public entities, public and private transportation systems, places of public
accommodation, and certain testing entities (42 U.S.C. §§12131 -- 12189) as implemented by Department
of Justice regulations at 28 C.F.R. parts 35 and 36, and Department of Transportation regulations at 49
C.F.R. parts 37 and 38;
(i) The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
(j) Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and
Low -Income Populations, which ensures non-discrimination against minority populations by discouraging
programs, policies, and activities with disproportionately high and adverse human health or environmental
effects on minority and low-income populations;
(k) Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and
resulting agency guidance, national origin discrimination includes discrimination because of limited English
proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP
persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
(1) Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities (20 U.S.C. 1681 et seq.), as implemented by 49 C.F.R.
§ 25.1 et seq.
County Agent/Subagent Contract: Page 26 of 28 Agent VLO #VO1905
Version: January 2020 Attachment C — Title VI Compliance
ATTACHMENT D — Listing of Policy and Procedure
VEHA - Definitions in Policy
VEH.2 - Handling Personalized License Plates
VEH.3 - Operating Standards for Agents and Subagents
o Revision Memo 184-001 (07/03/19)
o Revision Memo 088-001 (02/22/18)
o Revision Memo 053-001 (03/29/18)
o Revision Memo 054-002 (02/23/18)
o Revision Memo 018-003 (01/18/18)
• VEH.4 - Preventing Fraud in Transactions
o Revision Memo 054-002 (02/23/18)
o Revision Memo 018-003 (01/18/18)
VEH.6 - Preparing and Distributing Documents
o Revision Memo 362-002 (12/28/18)
o Revision Memo 047-001 (02/16/18)
o Revision Memo 022-003 (01/22/18)
VEH.7 - Establishing and Maintaining Bank or Credit Union Accounts
o Revision Memo 082-001 (03/23/18)
• VEH.8 - Appointment and Resignation of Agents and Subagents
• VEH.9 - Allocating the DRIVES Workstation
VEH.10 - Handling and Processing Checks
o Revision Memo 047-001 (02/16/18)
VEH.11 - Processing Inventory
o Revision Memo 116-001 (04/26/18)
o Revision Memo 047-001 (02/16/18)
• VEH.13 -Operating Hours for DRIVES
VEH.14 - Requesting a Refund
o Revision Memo 190-002 (07/09/18)
o Revision Memo 017-001 (01/17/18)
• VEH.15 - Reporting Robbery, Burglary, Theft, and Embezzlement
VEH.16 - Using DOL Equipment and System Security
o VEH.17 - Applying Standards of Conduct
• VEH.18 - Producing an Affidavit in Lieu of Title for Ownership in Doubt
o Revision Memo 102-003 (04/12/18)
o Revision Memo 064-001 (03/05/18)
• VEH.19 - Training and Certification of Vehicle Licensing Representatives (VLRs)
• VEH.20 - Requesting Approval to Issue Quick Titles and Taking Corrective Action
County Agent/Subagent Contract Page 27 of 28 Agent VLO #VO1905
Version: January 2020 Attachment D — Listing of Policy and Procedure
• VEH.22 - Adding Free Form Text in DRIVES
0 Revision Memo 291-002 (10/18/18)
• VEH.23 - Applying for Allowable Cost Reimbursement
• VEH.24 - Auditing Vehicle Licensing Offices
• VEH.25 - Voids and Reversals
o Revision Memo 060-001 (03/01/18)
• VEH.27 - Non -Discrimination in Service Delivery and Facility Access
• DRIVES Help Articles
DRIVES VLO Articles
• VLO Communications
County Agent/Subagent Contract Page 28 of 28 Agent VLO #VO1905
Version: January 2020 Attachment D — Listing of Policy and Procedure