HomeMy WebLinkAboutContractDocuSign Envelope ID: 3FAF6511-4600-466O-A63A-F12BEEB315F9
AGREEMENT FOR EMERGENCY RESPONSE TO HAZARDOUS MATERIALS:
LAND-BASED WORK AND DISPOSAL, INCINERATION, OR RECYCLING PURUSANT TO
WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES MASTER CONTRACT NO. 09321
THIS AGREEMENT, dated for reference purposes only as November 6, 2023, is by and between
the City of Renton (the "City"), a Washington municipal corporation, and Clean
Harbors Environmental Services, Inc. ("Consultant"), a foreign (Massachusetts) profit
corporation. The City and the Consultant are referred to collectively in this Agreement as
the "Parties." Once fully executed by the Parties, this Agreement is effective as of the last
date signed by both parties.
Whereas, the Consultant was awarded Master Contract No. 09321 ("Master Contract") by
the Washington State Department of Enterprise Services ("DES") after a competitive bid
process; and,
Whereas, the City entered in the State Master Contracts Usage Agreement ("MCUA") No.
21725 and is therefore an Eligible Purchaser under the Master Contract; and,
Whereas, the City has identified work to which the Master Contract may appropriately
be applied.
Now therefore, the Parties agree as follows:
1.Terms and conditions. Terms and conditions of the Master Contract at Exhibit A, are
incorporated herein.
2.Scope of Work: The City will use the Consultant's expertise for emergency response for
hazardous materials land-based cleanup, and related recycling, disposal and incineration
as necessary (a "cleanup project"). The City's Project Manager identified in Paragraph 6
will coordinate with the Consultant to delineate the cleanup project as described in
Exhibit B, and which will include: Remove all debris from the second (2) of ten (10)
sites in the Cedar River Natural Area.
3.Prevailing Wage Rates: Contractor must comply with the State of Washington prevailing
wage requirements. Contractor must file an Intent To Pay Prevailing Wage at the
beginning of the project and an Affidavit of Wages Paid at the end of the project with the
Washington State Department of Labor and Industries. The State of Washington
prevailing wage rates applicable for this project, which is located in King County, may be
found at the following website address of the Department of Labor and Industries:
CAG-23-419
DocuSign Envelope ID: 3FAF6511-4600-466O-A63A-F12BEEB315F9
http://www.lni.wa.gov/TradesLicensing/PrevWage/default.asp
http://www.lni.wa.gov/TradesLicensing/PrevWage/WageRates/default.asp
Pursuant to WAC 296-127-011, the applicable effective date for prevailing wage rates
paid for the duration of this contract shall be the date the contract is executed as
reflected in the "Effective Date" identified at the top of the first page of this Agreement.
4.Compensation: Compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $25,000.00 (twenty-five thousand dollars) including any
applicable state and local sales taxes, for the cleanup project. Compensation shall be paid
based upon Work actually performed according to the rate(s) or amounts specified in the
Master Contract.
5.Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Cai If n Hunsaker, Parks and Trails Director
Renton City Hall - 6th Floor
10550 South Grady Way
Renton, WA 98057
Phone: {425) 430-6606
Email: CHunsaker@rentonwa.gov
6.Other Provisions:
CONSULTANT
Paul Van Der Bosch, VP NW
42 Longwater Drive
Norwell, MA 02061
Attn: General Counsel (Urgent Contract
Matter)
Phone: (503) 477-2614
Email:
vanderbosch.paul@vleanharbors.com
A.Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B.General Administration and Management. The City's project manager is: Cailin
Hunsaker, Director Parks & Trails. In providing Work, Consultant shall coordinate with
the City's contract manager or his/her designee.
PAGE20F3
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C.Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D.Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
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By: L578322688C8E4E2 ..
Maryjane Van Cleave
Interim Administrator
Parks and Recreation Department
11/22/2023 I 11:55 AM PST
Date
Approved as to Legal Form
By: _________ _
M.Patrice Kent
Sr. Assistant City Attorney
CONSULTANT
By:/� l Paul Van Der Bosch
Vice President, North West
Date
Template Agreement for use with this vendor through December 31, 2023
(File # 2146/NonStandard)
Exhibits:
A: Master Contract
B: Scope of Work for Cleanup Project
PAGE30F3
Approved by Patrice Kent via email 7/20/2023
EXHIBIT A: Page 1 of 46
MASTER CONTRACT
No. 09321
EMERGENCY RESPONSE TO HAZARDOUS MATERIALS
Category 2: Land Based Work
Category 3: Water Based Work
Category 5: Disposal, Incineration, or Recycling
For Use by Eligible Purchasers
By and Between
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
and
CLEAN HARBORS ENVIRONMENTAL SERVICES, INC.
Dated May 26, 2022
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EXHIBIT A: Page 2 of 46
MASTER CONTRACT
No. 09321
EMERGENCY RESPONSE TO HAZARDOUS MATERIALS
CATEGORY: 2 - LAND BASED WORK
3 -WATER BASED WORK
5 - DISPOSAL, INCINERATION, OR RECYCLING
This Master Contract {"Master Contract") is made and entered into by and between the State of
Washington acting by and through the Department of Enterprise Services, a Washington State
governmental agency ("Enterprise Services") and Clean Harbors Environmental Services, Inc.
{"Contractor") and is dated and effective as of May 27, 2022.
RECITALS
A.Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of
Washington, is authorized to develop, solicit, and establish master contracts for goods
and/or services to support Washington state agencies. See RCW 39.26.050(1). The
Washington State Legislature also has authorized Enterprise Services to make these
master contracts available, pursuant to an agreement in which Enterprise Services
ensures full cost recovery, to other local or federal government agencies or entities,
public benefit nonprofit organizations, and any tribes located in the State of Washington.
See RCW 39.26.050(1) & (2).
B.Washington state agencies and other eligible purchasers periodically need to purchase
emergency response services from qualified, professional emergency response firms, to
respond, on an emergency basis, to a hazardous materials release (e.g., oil and other
pollutants) or threatened release pertaining to derelict or abandoned vessels/materials,
including containment and cleanup of such release or threatened release consistent with
applicable law ('Emergency Response Services'). Such Emergency Response Services fall
into six {6) different categories in which the awarded Contractor provides the necessary
personnel, equipment, materials, and supplies to perform the Emergency Response
Services for such category. Accordingly, pursuant to its statutory authority, Enterprise
Services is establishing a Master Contract, by category, that is designed to enable eligible
purchasers to procure Emergency Response Services from the awarded Contractor in a
cost-effective, efficient manner using the terms and conditions of the Master Contract.
The Master Contract is limited to emergency situations/response needed to immediately
respond to a sudden, unexpected occurrence that poses a clear and imminent danger
requiring immediate action to prevent or mitigate the loss or impairment of life, health,
or property in Washington State.
C.On behalf of the State of Washington, Enterprise Services, as part of a competitive
governmental procurement, issued Competitive Solicitation No. 09321 dated March 24,
2022 for Emergency Response Services.
D.Enterprise Services evaluated all responses to the Competitive Solicitation and identified
Contractor as an apparent successful bidder.
MASTER CONTRACT No. 09321-EMERGENCY RESPONSE TO HAZARDOUS MATERIALS 1
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E.Enterprise Services has determined that entering into this Master Contract will meet the
identified needs and be in the best interest of the State of Washington.
F.The purpose of this Master Contract is to enable eligible purchasers to purchase
Emergency Response Services for the above-referenced categories as set forth herein.
AGREEMENT
Now THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the
parties hereto hereby agree as follows:
1.TERM. The term of this Master Contract is twenty-four (24) months, commencing May 27, 2022 and
ending May 27, 2024; Provided, however, that if Contractor is not in default and if, by February 1,
2024, in Enterprise Services' reasonable judgment, Contractor satisfactorily has met the performance
based goals for contract extension, Enterprise Services shall extend the term of this Master Contract,
by written amendment, for up to forty-eight (48) additional months, upon mutual agreement
between both parties. Such extension amendment shall be on the same terms and conditions as set
forth in this Master Contract. To earn the performance-based Master Contract term extension,
Contractor must achieve the following performance-based metrics:
PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION
Agency customer review of each Contractor with DES
Customer Satisfaction: representative to determine the Contractor's performance is
satisfactory over the initial two (2) year contract term.
Contractor response times to job site meet or are quicker than
Response Time: the times listed in Exhibit A - Included Goods and Service-
Response times.
Contractor shall not have more than three unsatisfactory
Satisfactory/Unsatisfactory: reviews, disputed invoices, and/or unresolved actions for the
duration of the Contract.
Contractor shall be certified by the Washington State
License: Department of Ecology as a Primary Response Contractor in
good standing during the duration of the Master Contract.
Timely provide to Enterprise Services at the designated address,
Insurance Requirements: without exception, annual insurance endorsements for the
insurance coverages required by this Master Contract. See
Exhibit C -Insurance Requirements at § 4.
Timely remit to Enterprise Service, with no less than a 75% on
time rate over the contract term, the applicable Vendor
Management Fee (VMF).
Note: Contractor must pay the VMF within thirty (30) calendar
Vendor Management Fee: days of invoice from Enterprise Services. If Contractor is
delinquent in timely paying the VMF for three (3) or more
quarters within the first nine (9) quarters of the Master
Contract term, Contractor will not be eligible for a
performance-based extension.
MASTER CONTRACT No. 09321-EMERGENCY RESPONSE TO HAZARDOUS MATERIALS 2
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EXHIBIT A: Page 4 of 46
PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION
Timely provide to Enterprise Services, with no less than a 75%
on time rate over the contract term, the required Master
Contract quarterly sales reports.
Master Contract Note: Contractor must provide the quarterly sales reports to
Sales Reports: Enterprise Services within thirty (30) calendar days of the
quarter's end. If Contractor is delinquent in providing the
quarterly sales reports for three (3) or more quarters within the
first nine (9) quarters of the Master Contract term, Contractor
will not be eligible for a performance-based extension.
2.ELIGIBLE PURCHASERS. This Master Contract may be utilized by any of the following types of entities
(each an eligible "Purchaser"):
2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions,
boards, and commissions.
2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following institutions
of higher education in Washington:
•State universities -i.e., University of Washington & Washington State
University;
•Regional universities -i.e., Central Washington University, Eastern
Washington University, & Western Washington University
•Evergreen State College;
•Community colleges; and
•Technical colleges.
2.3. MCUA PARTIES. Any of the following types of entities that have executed a Master Contract
Usage Agreement with Enterprise Services:
•Political subdivisions (e.g., counties, cities, school districts, public utility
districts) in the State of Washington;
•Federal governmental agencies or entities;
•Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit
corporations that receive federal, state, or local funding); and
•Federally-recognized Indian Tribes located in the State of Washington.
3.SCOPE -INCLUDED GOODS/SERVICES AND PRICE.
3.1. CONTRACT SCOPE. Pursuant to this Master Contract, Contractor is authorized to sell and provide
only those Goods and/or Services set forth in Exhibit A -Included Goods/Services for the
prices set forth in Exhibit B -Prices. Contractor shall not represent to any Purchaser under
this Master Contract that Contractor has contractual authority to sell or provide any Goods
and/or Services beyond those set forth in Exhibit A -Included Goods/Services.
(a)Goods.For purposes of this Master Contract, "Goods" means all
equipment, materials, supplies, ancillary parts, accessories, components
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and other items purchased by Purchaser pursuant to this Master Contract
and as identified in the Purchase Order.
(b)Services. For purposes of this Master Contract, "Services" means all
services of any nature ordered by Purchaser pursuant to this Master
Contract and as identified in the Purchase Order.
(c)Specifications. Where applicable, specifications for Goods and/or Services
are detailed in this Master Contract and the Purchase Order. Unless
otherwise specified in the Purchase Order, all Goods and/or Services
provided shall be new and unused of the latest model or design.
3.2. STATE'S ABILITY TO MODIFY SCOPE OF MASTER CONTRACT. Subject to mutual agreement between
the parties, Enterprise Services reserves the right to modify the Goods and/or Services
included in this Master Contract; Provided, however, that any such modification shall be
effective only upon thirty (30) calendar days advance written notice; and Provided further,
that any such modification must be within the scope of the Competitive Solicitation for this
Master Contract.
3.3. PRICES. All pricings shall be firm for the Term and all extensions or renewals of the Term except
where otherwise provided in this Master Contract and include all costs of the Contractor
providing the materials/service including transportation, insurance, and warranty costs.
3.4. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of
this Master Contract, Contractor guarantees to provide the Goods/Services at no greater than
the prices set forth in Exhibit B -Prices for Goods/Services.
3.5. MASTER CONTRACT INFORMATION. Enterprise Services shall maintain and provide to eligible
Purchasers information regarding this Master Contract, including scope, pricing, and lowest
responsive, responsible bidder designation. In addition, Enterprise Services identifies
awarded contractors who qualify as Washington Small Businesses, Certified Veteran-Owned
Businesses, or that, pursuant to the Master Contract provide Goods/Services that meet
specified state procurement priorities as set forth in the Competitive Solicitation.
4.CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following
representations and warranties as of the effective date of this Master Contract and at the time any
order is placed pursuant to this Master Contract. If, at the time of any such order, Contractor cannot
make such representations and warranties, Contractor shall not process any orders and shall, within
three (3) business days notify Enterprise Services, in writing, of such breach.
4.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that Contractor is (a) in good
standing; (b) qualified to do business in the State of Washington; and (c) registered with the
Washington State Department of Revenue and the Washington Secretary of State.
4.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and
has paid all applicable taxes owed to the State of Washington.
4.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants
that Contractor possesses and shall keep current during the term of this Master Contract all
required licenses, certifications, permits, authorizations, and approvals necessary for
Contractor's proper performance of this Master Contract. This includes but is not limited to
Washington State Department of Ecology primary response contractor certification.
MASTER CONTRACT No. 09321-EMERGENCY RESPONSE TO HAZARDOUS MATERIALS 4
4.4. SPILL MANAGEMENT TEAM (SMT) DESIGNATION (FOR CATEGORY 1). Contractor represents and
warrants, as previously certified in Contractor's Bidder's Certification, that Contractor is
registered with the Washington State Department of Ecology as an approved Spill
Management Team (SMT) contractor and shall maintain such qualification for the term of the
Master Contract.
4.5. PRIMARY RESPONSE CONTRACTOR DESIGNATION (FOR CATEGORIES 2, 3, & 4). Contractor represents and
warrants, as previously certified in Contractor's Bidder's Certification, that Contractor is a
Primary Response Contractor (PRC) with the Department of Ecology WAC 173-182-800 and
shall maintain such qualification for the term of the Master Contract.
4.6. WILDLIFE RESPONSE SERVICE PROVIDER DESIGNATION (FOR CATEGORY 6). Contractor represents and
warrants, as previously certified in Contractor's Bidder's Certification, that Contractor is
registered with the Washington State Department of Ecology as an approved Wildlife
Response Service Provider (WRSP) contractor and shall maintain such qualification for the
term of the Master Contract.
4.7. SUSPENSION & DEBARMENT. Contractor represents and warrants as previously certified in
Contractor's Bidder's Certification, that neither Contractor nor its principals or affiliates
presently are nor have ever been debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in any governmental contract by any
governmental department or agency within the United States.
4.8. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor's
Bidder's Certification, that during the term of this Master Contract and the three (3) year
period immediately preceding the award of the Master Contract, Contractor has not been
determined, by a final and binding citation and notice of assessment issued by the
Washington Department of Labor and Industries or through a civil judgment entered by a
court of limited or general jurisdiction, to be in willful violation of any provision of Washington
state wage laws set forth in RCW 49.46, 49.48, or 49.52.
4.9. CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable
requirements regarding civil rights. Such requirements prohibit discrimination against
individuals based on their status as protected veterans or individuals with disabilities, and
prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, or national origin.
4.10. OSHA AND WISHA REQUIREMENTS. Contractor shall comply with conditions of the Federal
Occupational Safety and Health Acts of 1970 (OSHA), as may be amended, and the
Washington Industrial Safety and Health Act of 1973 (WISHA).
4.11. EXECUTIVE ORDER 18-03 -WORKERS' RIGHTS. Contractor represents and warrants, as previously
certified in Contractor's Bidder's Certification, that Contractor does NOT require its
employees, as a condition of employment, to sign or agree to mandatory individual arbitration
clauses or class or collective action waivers. Contractor further represents and warrants that,
during the term of this Contract, Contractor shall not, as a condition of employment, require
its employees to sign or agree to mandatory individual arbitration clauses or class or collective
action waivers.
4.12. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within
the three (3) year period prior to this Master Contract, neither Contractor nor its principals or
affiliates: (a) have been convicted of or had a civil judgment rendered against them for
MASTER CONTRACT No. 09321-EMERGENCY RESPONSE TO HAZARDOUS MATERIALS 5
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commission of fraud or a criminal offence in connection with obtaining, attempting to obtain,
or performing a public (federal, state, local, or tribal) contract or purchase order under a
public contract; (b) have been in violation of federal or state antitrust statutes or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements or receiving stolen property; (c) have been indicted for or otherwise criminally or
civilly charged by a government entity (federal, state, local, or tribal) with commission of any
of the offense enumerated in subsection (b) of this provision; or (d) had one or more public
contracts (federal, state, local, or tribal) terminated for cause or default.
4.13. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that
Contractor complies fully with all applicable procurement ethics restrictions including, but not
limited to, restrictions against Contractor providing gifts or anything of economic value,
directly or indirectly, to Enterprise Services and Purchasers' employees.
4.14. WASHINGTON'S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that
Contractor is registered in Washington's Electronic Business Solution (WEBS), Washington's
contract registration system and that, all of Contractor's information therein is current and
accurate and that throughout the term of this Master Contract, Contractor shall maintain an
accurate profile in WEBS.
4.15. WASHINGTON'S STATEWIDE PAYEE DESK. Contractor represents and warrants that Contractor is
registered with Washington's Statewide Payee Desk, which registration is a condition to
payment.
4.16. MASTER CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and
warrants that Contractor shall use commercially reasonable efforts both to promote and
market the use of this Master Contract with eligible Purchasers and to ensure that those
entities that utilize this Master Contract are eligible Purchasers. Contractor understands and
acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor's
Goods and/or Services or suggesting that such Goods and/or Services are the best or only
solution to their needs. Accordingly, Contractor further represents and warrants that
Contractor shall make no reference to Enterprise Services, any Purchaser, or the State of
Washington in any promotional material without the prior written consent of Enterprise
Services.
4.17. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been
employed or retained to solicit or secure this Master Contract upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting bona
fide employees or bona fide established agents as defined in the Federal Acquisition
Regulations.
4.18. FINANCIALLY SOLVENT. Contractor represents and warrants that Contractor has not commenced
bankruptcy proceedings and that there are no judgment, liens, or encumbrances of any kind
affecting title to any Goods or Services that are the subject of this Master Contract.
4.19. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in
Contractor's Bidder's Certification, that Contractor has the operational and financial
capability to timely perform the Master Contract.
4.20. MASTER CONTRACT TRANSITION. Contractor represents and warrants that, in the event this
Master Contract or a similar contract, is transitioned to another contractor (e.g., Master
Contract expiration or termination), Contractor shall use commercially reasonable efforts to
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assist Enterprise Services (including the Purchasers hereunder) for a period of sixty (60)
calendar days to effectuate a smooth transition to another contractor to minimize disruption
of service and/or costs to the State of Washington and such Purchasers; Provided, however,
that, if costs are incurred, Contractor shall be compensated for such costs consistent with the
terms and conditions pertaining to this Master Contract for the sixty (60) day period
immediately before such transition.
4.21. Covio-19 VACCINATION VERIFICATION. Contractor represents and warrants, as previously
certified in Contractor's Bidder's Certification, that, Contractor has a current COVID-19
Contractor Vaccination Verification Plan to ensure that Contractor's personnel (including
subcontractors) who perform this Master Contract on-site at Washington state agency
premises or at the premises of any Purchaser who so requests, unless properly excepted or
exempted by the Proclamation, are fully vaccinated for COVID-19 as of October 18, 2021 as
set forth in the Governor's Proclamation, Proclamation 21-14 -COVID-19 Vaccination
Requirement (dated August 9, 2021) as amended by Proclamation 21-14.1 -COV/D-19
Vaccination Requirement (dated August 20, 2021). Contractor further represents and
warrants that Contractor:
(a)Has reviewed and understands Contractor's obligations as set forth in
Proclamation 21-14 -COVID-19 Vaccination Requirement (dated August 9,
2021}, as amended by Proclamation 21-14.1 -COVID-19 Vaccination
Requirement (dated August 20, 2021};
(b)Has developed a COVID-19 Vaccination Verification Plan for Contractor's
personnel (including subcontractors) that complies with the above
referenced Proclamation;
(c)Has obtained a copy or visually observed proof of full vaccination against
COVID-19 for Contractor personnel (including subcontractors) who are
subject to the vaccination requirement in the above-referenced
Proclamation;
(d)Complies with the requirements for granting disability and religious
accommodations for Contractor personnel (including subcontractors) who
are subject to the vaccination requirement in the above-referenced
Proclamation;
(e)Has operational procedures in place to ensure that any contract activities
that occur on-site at Washington state agency premises or at the premises
of any Purchaser who so requests (other than only for a short period of time
during a given day and where any moments of close proximity to others on
site will be fleeting -e.g., a few minutes for deliveries) that are performed
by Contractor personnel (including subcontractors) will be performed by
personnel who are fully vaccinated or properly excepted or exempted as
required by the above-referenced Proclamation;
(f)Has operational procedures in place to enable Contractor personnel
(including subcontractors) who perform contract activities on-site at
Washington state agency premises or at the premises of any Purchaser who
so requests to provide compliance documentation that such personnel are
in compliance with the above-referenced Proclamation; and
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(g)Will provide to Enterprise Services or Purchaser, upon request, Contractor's
COVID-19 Vaccination Verification Plan and related records, except as
prohibited by law, and will cooperate with any investigation or inquiry
pertaining to the same.
5. QUALITY; WARRANTY; REMEDIES.
5.1. SERVICES WARRANTY. Contractor warrants that: (a) Services will be performed in a timely,
efficient, and professional manner; (b) all Contractor personnel assigned to perform Services
will have the necessary skill and training; and (c) Services will be performed in a manner
consistent with the standard of care in the industry ("Services Warranty"). The Services
Warranty will survive for a period of twelve (12) months after the date when Services are
completed ("Services Warranty Period").
5.2. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner
found to be nonconforming during the Services Warranty Period, Contractor promptly shall
remedy the non-conformance, or at Purchaser's election, Contractor shall re-perform or
correct the nonconforming Services at no additional cost to Purchaser or refund the amounts
paid for the Services.
5.3. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10)
calendar days after receipt of written notice from Purchaser, or if an emergency exists
rendering it impossible or impractical for Purchaser to have Contractor provide a remedy,
Purchaser may, without prejudice to any other rights or remedies available to it, make or
cause to be made required modifications, adjustments, or repairs, or may replace, Services,
in which case Contractor shall reimburse Purchaser for its actual costs or, at Purchaser's
option, Purchaser will offset the costs incurred from amounts owing to Contractor.
6.SAFETY; SECURITY; AND OPERATIONS. Contractor's failure to comply with any of the requirements in this
Section shall be cause for termination.
6.1. REGULATORY REQUIREMENTS/SAFETY. Goods/Services supplied by Contractor shall meet all OSHA
and other safety-related federal, state, local, and/or tribal regulatory requirements applicable
to the Goods/Services.
6.2. MATERIAL SAFETY DATA SHEETS. As applicable, Contractor shall provide Purchaser with all
appropriate Material Safety Data Sheets ("MSDS") at the time of delivery of each shipment of
Goods which requires such compliance and/or and for materials used by Contractor while
performing Services and any updates of the same.
6.3. CLEAN-UP. If Contractor, its agents, employees, or subcontractors perform onsite Services,
Contractor, at its cost, will remove all excess materials, equipment, packaging, and garbage
within the scope of its performance of Services and leave that portion of the premises in which
the work was performed in a clean condition. Should Contractor fail to clean up a Site after
completion of work, Purchaser will have the right to remove the materials and set off the cost
of clean up against amounts owed to Contractor.
6.4. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are
present at Purchaser's premises, Contractor promptly will report in writing all injuries,
accidents, property damage, near-miss incidents, or any claims regarding damages or injury
involving Contractor, its agents, employees, or subcontractors occurring at such premises.
Contractor agrees to cooperate and assist in any Purchaser investigation of incidents.
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6.5. ON SITE REQUIREMENTS. While on Purchaser's premises, Contractor, its agents, employees, or
subcontractors shall comply, in all respects, with Purchaser's physical, fire, access, safety, and
other security requirements and not interfere with Purchaser's operations. Contractor
represents and warrants that Contractor, its agents, employees, or subcontractors who access
Purchaser's premises will be adequately trained and at all times comply with Purchaser's
requirements.
6.6. RESPONSE TIME (STANDARD). Contractor shall be required to verbally communicate with the
Customer's designated representative within twenty-four {24) hours of any request.
6.7. EMERGENCY RESPONSE TIME. Contractor shall be required to verbally communicate with the
Customer's designated representative within fifteen {15) minutes of notification of an
incident. Response shall be required twenty-four {24) hours per day, three hundred sixty-five
{365) days per year. The Contractor shall be required to arrive at a site within the response
times committed in exhibit A -included Goods/Services.
6.8. DOCUMENTATION, REPORTS, AND RECEIPTS. Contractor shall provide purchaser with a written
report detailing the work that was completed and including copies of sampling forms,
laboratory reports, manifests, receipts, and any other pertinent materials, if requested by the
Purchaser's designated representative, within ten {10) business days following completion of
the pick-up, transport, and disposal of any collected materials.
6.9. MATERIAL IDENTIFICATION. Contractor shall be responsible for identifying hazardous and non
hazardous materials including sampling and analysis by a laboratory licensed and certified by
the Washington Department of Ecology. Procedures for identifying these materials must be
documented and defendable with local, State, and Federal regulations (e.g., HAZCAT or
Laboratory Analytical Test Results). Identification documentation shall be submitted to the
Purchaser for each project.
6.10. MATERIAL ANALYSIS. Upon completion of laboratory analysis (if required), Contractor shall
provide a method of approach to include the recommended transportation and disposal
method. A firm price for transport and disposal shall be included in the method of approach.
6.11. AUTHORIZED SIGNATORIES. Contractor shall prepare and sign any required biohazardous disposal
manifests and/or shipping papers. Disposal of all material shall be consistent with all
applicable Federal, State, and local laws and regulations. The disposal manifests and/or
shipping papers shall also be signed by an authorized Purchaser representative, and the
Purchaser shall provide Contractor with a list of authorized signatories.
6.12. TRANSPORTATION AND DISPOSAL. Once Contractor has taken control of all materials and
containers, Contractor shall be responsible for the transport, temporary storage, and disposal
of the material in full compliance with all applicable regulations. Contractor shall also replace
any filled containers with empty ones, where requested by Purchaser.
7. SUBCONTRACTORS.
7.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event
Contractor elects to utilize subcontractors to perform this Master Contract, Contractor shall:
(a)incorporate Contractor's responsibilities under this Master Contract into its subcontracts;
(b)be fully responsible for the performance of any such subcontractors (regardless of tier)
and ensure that subcontractors comply with each and every Contractor obligation set forth in
this Master Contract; (c) be the sole point of contact for Enterprise Services and any
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Purchasers regarding all contractual matters; (d) ensure that such subcontractors are
registered in WEBS; and (e) defend, indemnify, and hold Enterprise Services and Purchasers
harmless in case of negligence, other tortious fault, or intentional misconduct by any such
subcontractors (regardless of tier). Prior to utilizing any subcontractor to perform this Master
Contract, Contractor shall provide written notice to Enterprise Services' contract
administrator. Such notice shall confirm that the subcontractor is registered in WEBS and
provide the necessary information for Enterprise Services' contract administrator to include
such subcontractor(s) in Washington's Purchasing Contract Management System (PCMS).
7.2. REPORTING. If Contractor is required to report to Purchaser and/or Enterprise Services, such
report(s) will include subcontractor data, by subcontractor, for any data that Contractor is
required to report as well as a consolidated 'rollup' report combining Contractor and
subcontractor data.
7.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or
certifications set forth in this Master Contract shall apply to subcontractors (at any tier) and
Contractor shall not utilize any subcontractors (at any tier) who cannot provide such
representations or certifications, excepting the certification to be registered with
Washington's Statewide Payee Desk, unless Purchaser will pay such subcontractor directly.
8. USING THE MASTER CONTRACT-PURCHASES.
8.1. ORDERING REQUIREMENTS. Eligible Purchasers shall order Goods and/or Services from this
Master Contract, consistent with the terms hereof and by using any ordering mechanism
agreeable both to Contractor and Purchaser but including, at a minimum, a purchase order.
When practicable, Contractor and Purchaser also shall use telephone orders, email orders,
web-based orders, and similar procurement methods (collectively "Purchaser Order"). All
Purchase Orders must reference the Master Contract number. The terms of this Master
Contract shall apply to any Purchase Order and, in the event of any conflict, the terms of this
Master Contract shall prevail. Notwithstanding any provision to the contrary, in no event shall
any 'click-agreement,' software or web-based application terms and conditions, or any other
agreement modify the terms and conditions of this Master Contract.
8.2. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or Services purchased under this
Master Contract are subject to Purchaser's reasonable inspection, testing, and approval at
Purchaser's destination. Purchaser reserves the right to reject and refuse acceptance of
Goods and/or Services that are not in accordance with this Master Contract and Purchaser's
Purchase Order. If there are any apparent defects in the Goods and/or Services at the time
of delivery, Purchaser promptly will notify Contractor. At Purchaser's option, and without
limiting any other rights, Purchaser may require Contractor to repair or replace, at
Contractor's expense, any or all of the damaged Goods and/or Services or, at Purchaser's
option, Purchaser may note any such damage on the receiving report, decline acceptance,
and deduct the cost of rejected Goods and/or Services from final payment. Payment for any
Goods and/or Services under such Purchase Order shall not be deemed acceptance.
8.3. COMPLETION OF SERVICES. Failure to complete Services by the date(s) stated in the Purchase
Order is a breach of this Master Contract. Contractor shall complete the Services on or before
the date(s) set out in the Purchase Order. Contractor promptly shall notify Purchaser in
writing of any anticipated or actual delay in delivery of Goods or completion of Services, the
reasons for the delay, and the actions being taken by Contractor to overcome or minimize the
delay. Purchaser shall respond to Contractor writing within forty-eight (48) hours whether or
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not the delay is acceptable. If no written response from Purchaser is received after within
forty-eight {48) hours of Contractor notification, Contractor can assume delay is acceptable
to Purchaser.
8.4. CHANGES. Consistent with this Master Contract, Purchaser may request changes in
specifications, requirements, or the scope of Services. If any requested changes require
changes to project completion schedule, then Contractor will provide Purchaser with a
written proposal within five (5) business days of Purchaser's request that includes any
changes in costs, dates, or other terms. If accepted by Purchaser, the proposal, together with
any changes in terms will be memorialized in an amendment to the Purchase Order, signed
by both parties. Purchaser shall endeavor to provide full and complete information regarding
the site, surface and subsurface conditions, utility locations, site ownership, contractor
access, hazardous materials or wastes and other substances or hazards likely to be present
and any other reports, documentation or information concerning the site or scope of Services
in Purchaser's possession which may reasonably be provided to Contractor. Purchaser
represents and warrants to Contractor that Purchaser has the requisite legal right, title, and
interest necessary to provide access to the job site. Contractor shall not be liable for: (i)
damage or injury to any subsurface structures (including, but not limited to, utilities, mains,
pipes, tanks, and telephone cables) or any existing subsurface conditions, or the
consequences of such damage or injury, if such structures or conditions were unknown and
were not identified or shown, or were incorrectly shown, in information or on plans furnished
to or obtained by Contractor in connection with the Services; (ii) concealed conditions
encountered in the performance of the Services; (iii) concealed or unknown conditions in an
existing structure at variance with the conditions indicated by the scope of Services or
information furnished to or obtained by Contractor; or (iv) unknown subsurface physical
conditions that differ materially from those ordinarily encountered. Should Contractor
encounter such conditions, the parties shall agree on a revised scope of Services providing for
an equitable adjustment of the price and/or time of performance to account for such
unknown or changed conditions.
9. INVOICING & PAYMENT.
9.1. CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to Purchaser's
designated invoicing contact for Goods and/or Services delivered under this Master Contract.
Such invoices shall itemize the following:
(a)Master Contract No. 09321
(b)Contractor name, address, telephone number, and email address for billing
issues (i.e., Contractor Customer Service Representative);
(c)Contractor's Federal Tax Identification Number;
(d)Date(s) of delivery;
(e)Applicable Goods and/or Services;
(f)Invoice amount; and
(g)Payment terms, including any available prompt payment discounts.
Contractor's invoices for payment shall reflect accurate Master Contract prices. Invoices will
not be processed for payment until receipt of a complete invoice as specified herein.
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9.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchaser.
Purchaser's obligation to pay invoices is subject to receipt of a timely and accurate invoice
and conforming Goods and/or Services. Unless Contractor has provided a prompt payment
discount set forth in Exhibit B -Prices, Purchaser's payment is due within thirty (30) calendar
days of invoice. Purchaser retains the right of setoff for any amount due or owing to
Purchaser. Purchaser may make payments electronically (e.g., ACH payments). Contractor
shall provide information necessary to facilitate electronic payments. If Purchaser fails to
make timely payment(s), Contractor may invoice Purchaser in the amount of one percent (1%)
per month on the amount overdue or a minimum of $1. Payment will not be considered late
if a check or warrant is mailed within the time specified.
9.3. OVERPAYMENTS. Contractor promptly shall refund to Purchaser the full amount of any
erroneous payment or overpayment. Such refunds shall occur within thirty (30) calendar days
of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect
to have either direct payments or written credit memos issued. If Contractor fails to make
timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay
Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty
(30)calendar days after notice to Contractor.
9.4. ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or
receive advance payment for any Goods and/or Services furnished by Contractor pursuant to
this Master Contract.
9.5. No ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or
impose any additional charges including, but not limited to, charges for shipping, handling,
insurance, or payment processing.
9.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities
pertaining to this Master Contract. Failure to do so shall constitute breach of this Master
Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the
State of Washington on purchased Goods and/or Services. Contractor's invoices shall
separately state (a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction.
In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after
thirty (30) calendar days written notice to Purchaser, Purchase has not provided Contractor
with a valid exemption certificate from such federal excise taxes.
10. CONTRACT MANAGEMENT.
10.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the
following contract administrators as the respective single points of contact for purposes of
this Master Contract. Enterprise Services' contract administrator shall provide Master
Contract oversight. Contractor's contract administrator shall be Contractor's principal
contact for business activities under this Master Contract. The parties may change contract
administrators by written notice as set forth below.
Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or
sent via email, and shall be sent to the respective addressee at the respective address or email
address set forth below or to such other address or email address as the parties may specify
in writing:
Enterprise Services Contractor
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Attn: Marcus Bach
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Tel: {360) 407-9420
Attn: Paul Van Der Bosch
VP District, Pacific Northwest
10595 SW Manhasset Drive
Tualatin, OR 97062
Tel: {503) 477-2614
Email: descontractsteamapple@des.wa.gov Email: vanderbosch.paul@cleanharbors.com
Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon
transmission to the designated email address of said addressee.
10.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service
representative (and inform Enterprise Services of the same) who shall be responsible for
addressing Purchaser issues pertaining to this Master Contract.
10.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S.
certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent
to the respective addressee at the respective address or email address set forth below or to
such other address or email address as the parties may specify in writing:
Enterprise Services
Attn: Legal Services Manager
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Contractor
Attn: Paul Van Der Bosch
Clean Harbors Environmental Sciences
10595 SW Manhasset Drive
Tualatin, OR 97062
Email: greg.tolbert@des.wa.gov Email: vanderbosch.paul@cleanharbors.com
Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed,
upon return receipt, or, if emailed, upon transmission to the designated email address of said
addressee.
11. CONTRACTOR SALES REPORTING; VENDOR MANAGEMENT FEE; & CONTRACTOR REPORTS.
11.1. MASTER CONTRACT SALES REPORTING. Contractor shall report total Master Contract sales
quarterly to Enterprise Services, as set forth below.
(a)Master Contract Sales Reporting System. Contractor shall report quarterly
Master Contract sales in Enterprise Services' Master Contract Sales
Reporting System. Enterprise Services will provide Contractor with a login
password and a vendor number. The password and vendor number will be
provided to the Sales Reporting Representative(s) listed on Contractor's
Bidder Profile.
(b)Data. Each sales report must identify every authorized Purchaser by name
as it is known to Enterprise Services and its total combined sales amount
invoiced during the reporting period (i.e., sales of an entire agency or
political subdivision, not its individual subsections). The "Miscellaneous"
option may be used only with prior approval by Enterprise Services. Upon
request, Contractor shall provide contact information for all authorized
Purchasers specified herein during the term of the Master Contract. If there
are no Master Contract sales during the reporting period, Contractor must
report zero sales.
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(c)Due dates for Master Contract Sales Reporting. Quarterly Master Contract
Sales Reports must be submitted electronically by the following deadlines
for all Master Contract sales invoiced during the applicable calendar
quarter:
FOR SALES MADE IN MASTER CONTRACT SALES REPORT QUARTER CALENDAR QUARTER ENDING DUE BY PAST DUE
1 January 1-March 31 April 30 Mayl
2 April 1-June 30 July 31 August 1
3 July 1-September 30 October 31 November 1
4 October 1-December 31 January 31 February 1
11.2. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management
fee ("VMF") of 1.5 percent on the purchase price for all Master Contract sales (the purchase
price is the total invoice price less applicable sales tax).
(a)The sum owed by Contractor to Enterprise Services as a result of the VMF is
calculated as follows:
Amount owed to Enterprise Services = Total Master Contract
sales invoiced (not including sales tax) x .015.
(b)The VMF must be rolled into Contractor's current pricing. The VMF must
not be shown as a separate line item on any invoice unless specifically
requested and approved by Enterprise Services.
(c)Enterprise Services will invoice Contractor quarterly based on Master
Contract sales reported by Contractor. Contractor is not to remit payment
until Contractor receives an invoice from Enterprise Services. Contractor's
VMF payment to Enterprise Services must reference this Master Contract
number, the year and quarter for which the VMF is being remitted, and
Contractor's name as set forth in this Master Contract, if not already
included on the face of the check.
(d)Contractor's failure to report accurate total net Master Contract sales, to
submit a timely Master Contract sales report, or to remit timely payment of
the VMF to Enterprise Services, may be cause for Enterprise Services to
suspend Contractor or terminate this Master Contract or exercise remedies
provided by law. Without limiting any other available remedies, the parties
agree that Contractor's failure to remit to Enterprise Services timely
payment of the VMF shall obligate Contractor to pay to Enterprise Services,
to offset the administrative and transaction costs incurred by the State to
identify, process, and collect such sums, the sum of $200.00 or twenty-five
percent (25%) of the outstanding amount, whichever is greater, or the
maximum allowed by law, if less.
(e)Enterprise Services reserves the right, upon thirty {30) calendar days
advance written notice, to increase, reduce, or eliminate the VMF for
subsequent purchases, and reserves the right to renegotiate Master
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Contract pricing with Contractor when any subsequent adjustment of the
VMF might justify a change in pricing.
11.3. ANNUAL MASTER CONTRACT SALES REPORT. Contractor shall provide to Enterprise Services a
detailed annual Master Contract sales report. Such report shall include, at a minimum: the
Goods/Services sold (including, as applicable, item number or other identifier), per unit
quantities sold, items and volumes purchased by Purchaser, shipment/delivery locations by
Purchaser, and Master Contract price. This report must be provided in an electronic format
that can be read by Microsoft (MS) Excel. Such report is due within thirty (30) calendar days
of the annual anniversary of the effective date of this Master Contract.
12. RECORDS RETENTION & AUDITS.
12.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence
pertaining to this Master Contract and orders placed by Purchasers under it to the extent and
in such detail as shall adequately reflect contract performance and administration of
purchases, payments, taxes, and fees. Contractor shall retain such records for a period of six
(6)years following expiration or termination of this Master Contract or final payment for any
order placed by a Purchaser against this Master Contract, whichever is later; Provided,
however, that if any litigation, claim, or audit is commenced prior to the expiration of this
period, such period shall extend until all such litigation, claims, or audits have been resolved.
12.2. AUDIT. Enterprise Services reserves the right to audit, or have a designated third party audit,
applicable records to ensure that Contractor properly has invoiced Purchasers and that
Contractor has paid all applicable vendor management fees to Enterprise Services.
Accordingly, Contractor shall permit Enterprise Services, any Purchaser, and any other duly
authorized agent of a governmental agency, to audit, inspect, examine, copy and/or
transcribe Contractor's books, documents, papers and records directly pertinent to this
Master Contract or Purchase Orders placed by a Purchaser under this Master Contract for the
purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive
for a period of six (6) years following expiration or termination of this Master Contract or final
payment for any order placed by a Purchaser against this Master Contract, whichever is later;
Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration
of this period, such period shall extend until all such litigation, claims, or audits have been
resolved.
12.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy
available to any Purchaser, Contractor shall (a) reimburse Purchasers for any overpayments
inconsistent with the terms of this Master Contract or Purchase Orders placed thereunder, at
a rate of 125% of any such overpayments, found as a result of the examination of Contractor's
records; and (b) reimburse Enterprise Services for any underpayment of vendor management
fees, at a rate of 125% of such fees found as a result of the examination of Contractor's
records (e.g., if Contractor underpays the Vendor Management Fee by $500, Contractor
would be required to pay to Enterprise Services $500 x 1.25 = $625); Provided, however, that,
in the event Contractor timely discovers and corrects any Purchaser overpayment or
Contractor underpayment of vendor management fees and does so prior to the initiation of
any audit, Contractor shall be entitled to reimburse Purchaser or pay to Enterprise Services
the actual amount of such Purchaser overpayment or such underpayment of vendor
management fees.
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13. INSURANCE.
13.1. REQUIRED INSURANCE. Contractor, at its expense, shall maintain in full force and effect the
insurance coverages set forth in Exhibit C -Insurance Requirements. All costs for insurance,
including any payments of deductible amounts, shall be considered incidental to and included
in the prices for Goods/Services and no additional payment shall be made to Contractor.
13.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation
statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to
provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its
employees as may be required by law, Enterprise Services may terminate this Master
Contract. This provision does not waive any of the Washington State Department of Labor
and Industries (L&I) rights to collect from Contractor. If Contractor performs Services on
Purchaser's behalf in the State of Washington, and only to the extent of claims against
Contractor by Purchaser under the Indemnity obligations in this Master Contract, Contractor
expressly waives any immunity it may be granted under the Washington State Industrial
Insurance Act, Title 51 RCW. Contractor's indemnification obligation will not be limited in any
way by any limitation on the amount or type of damages, compensation, or benefits payable
to or for any third party under workers' compensation acts, disability benefit acts, or other
employee benefit acts. The parties expressly acknowledge and certify that the waiver of
immunity under Title 51 RCW was mutually negotiated and agreed upon.
14.CLAIMS.
14.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and
all risks of personal injury or property damage to itself and its employees and agents in
connection with its operations under this Master Contract. Enterprise Services has made no
representations regarding any factor affecting Contractor's risks. Contractor shall pay for all
damage to any Purchaser's property resulting directly or indirectly from Contractor's acts or
omissions under this Master Contract, even if not attributable to negligence by Contractor or
its agents.
14.2. THIRD-PARTY CLAIMS; GENERAL INDEMNITY. To the fullest extent permitted by law, Contractor shall
defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and
agents harmless from and against all claims, demands, judgments, assessments, damages,
penalties, fines, costs, liabilities, or losses including, without limitation, sums paid in
settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "Claims")
arising out of Contractor's or its successors', agents', or subcontractors' negligence, other
tortious fault, or intentional misconduct under this Master Contract; Provided, however, that
no right to indemnity will exist as to that portion of a Claim resulting from the sole negligence,
tortious fault, or intentional misconduct of Enterprise Services or Purchaser. The parties
agree that if there are any limitations of Contractor's liability, including a limitation of liability
clause for anyone for whom the Contractor is responsible, such limitations of liability shall not
apply to injuries to persons (including death), damages to property, data breach, and/or
intellectual property infringement. Contractor shall take all steps needed to keep Purchaser's
property free of liens arising from Contractor's activities, and promptly obtain or bond the
release of any such liens that may be filed.
14.3. INTELLECTUAL PROPERTY INDEMNITY. To the fullest extent permitted by law, Contractor shall
defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and
agents harmless from against any and all Claims resulting from allegations of infringement of
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