PLIA 23-005 Exh D_Contract.docx

POLLUTION LIABILITY INSURANCE AGENCY

CONTRACT

NO.

COMPETITIVE SOLICITATION NO. RFP 23-005

FOR

ENVIRONMENTAL CONSULTING SERVICES

By and Between

STATE OF WASHINGTON

POLLUTION LIABILITY INSURANCE AGENCY

and

Dated , 2023

CONTRACT

NO. ____

COMPETITIVE SOLICITATION NO. RFP 23-005

ENVIRONMENTAL CONSULTING SERVICES

This Contract (“Contract”) is made and entered into by and between the state of Washington acting by and through the Pollution Liability Insurance Agency, a Washington State governmental agency (“PLIA”) and , a (“Contractor”) and is dated and effective as of , 2024.

R E C I T A L S A. Pursuant to Legislative direction codified in Chapter 39.26 RCW, PLIA is authorized to competitively solicit and award contracts for Services for use by PLIA.

B. PLIA issued Solicitation # RFP 23-005 dated , 2024, for the purpose of obtaining a contractor for Environmental Consulting Services in accordance with its authority under Chapter 39.26 RCW.

C. PLIA evaluated all responses to the Competitive Solicitation and identified Contractor as the apparent successful bidder.

D. PLIA has determined that entering into this Contract will meet the identified needs and be in the best interest of the state of Washington.

A G R E E M E N T 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 Contract is for a ______ (_) Month term commencing ____, ending _____; subject to mutual agreement, the term of the Contract may be extended for up to _________.

2. SCOPE – INCLUDED SERVICES AND PRICE.

1.

2.

2.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to provide only those Services set forth in Exhibit A – Performance Requirements for the prices set forth in Exhibit B – Prices for Performance Requirements.

(a) Services. For purposes of this Contract, “Services” means all services of any nature ordered by PLIA pursuant to this Contract.

(b) Specifications. Where applicable, specifications for Services as detailed in this Contract.

(c) Work Plan. Statement of Work executed under this Contract detailing required Services for each project.

2.2. PLIA’S ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the parties, PLIA reserves the right to modify the Services included in this Contract; Provided, however, that any such modification shall be effective only upon ten (10) days advance written notice; and provided further, that any such modification must be within the scope of the Competitive Solicitation for this Contract.

2.3. PRICE CEILING. Although Contractor may offer lower prices to PLIA, during the term of this Contract, Contractor guarantees to provide the Services at no greater than the prices set forth in Exhibit B – Prices for Performance Requirements.

3. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time of performance pursuant to this Contract. If, at the time of performance, Contractor cannot make such representations and warranties, Contractor shall not perform and shall, within three (3) business days notify PLIA, in writing, of such breach.

3.1. 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.

3.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and has paid all applicable taxes owed to the state of Washington.

3.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract.

3.4. 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.

3.5. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Contract and the three (3) year period immediately preceding the award of the 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 judgement 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 Chapters 49.46, 49.48, or 49.52 RCW.

3.6. 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.

3.7. 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.

3.8. WASHINGTON SMALL BUSINESS. If applicable, Contractor represents and warrants, as previously certified in Contractor’s Bidder Certification, that Contractor qualifies as a Washington Small Business pursuant to RCW 39.26.010.

3.9. CERTIFIED VETERAN-OWNED BUSINESS. If applicable, Contractor represents and warrants, as previously certified in Contractor’s Bidder Certification, that Contractor qualifies as a Certified Veteran-Owned Business pursuant to RCW 43.60A.190.

3.10. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing work under a public contract (federal, state or local); (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) are presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state or local) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state or local) terminated for cause or default.

3.11. 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 state employees.

3.12. 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.

3.13. ADVERTISING AND ENDORSEMENT. Contractor understands and acknowledges that neither PLIA nor the state of Washington are endorsing Contractor’s Services or suggesting that such Services are the best or only solution to their needs. Accordingly, Contractor further represents and warrants that Contractor shall make no reference to PLIA or the state of Washington in any promotional material without the prior written consent of PLIA.

3.14. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents as defined in the Federal Acquisition Regulations.

3.15. 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 Services that are the subject of this Contract.

3.16. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor has the operational and financial capability to perform the Contract.

3.17. CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Contract is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist PLIA for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the state of Washington.

4. QUALITY; WARRANTY; REMEDIES.

4.1. INADVERTENT DISCOVERY PLAN (IDP). Contractor agrees to follow the requirements and procedures outlined in the IDP. The Contractor is responsible for ensuring the IDP is complete and has accurate information, is available to staff, subcontractors and the site owner or operator, and that staff and subcontractors know how to implement the plan.

4.2. SERVICES WARRANTY. Contractor warrants that: (a) Services will be performed in a timely, efficient, professional, and workmanlike manner; (b) all Contractor personnel assigned to perform Services, including any subcontractor, 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”).

4.3. 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 PLIA election, Contractor shall re-perform or correct the nonconforming Services at no additional cost to PLIA or refund the amounts paid for the Services. Contractor is responsible for any Services performed by a subcontractor which are found to be nonconforming, and Contractor is required to remedy the non-conformance.

4.4. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from PLIA, or if an emergency exists rendering it impossible or impractical for PLIA to have Contractor provide a remedy, PLIA may, without prejudice to any other rights or remedies available to it, make or cause to be made required modifications, adjustments, or repairs, or Services, in which case Contractor shall reimburse PLIA for its actual costs or, at PLIA’s option, PLIA will offset the costs incurred from amounts owing to Contractor.

4.5. DAMAGE TO PROPERTY. Contractor shall continuously protect and be responsible for any loss, destruction, or damage to property which results from or is caused by Contractor’s acts or omissions. Contractor shall be liable to PLIA for costs or repair or replacement for property or equipment at the Site that has been lost, destroyed, or damaged by Contractor or Contractor’s staff, agents, or subcontractors. Cost of replacement shall be the current market value of the property and equipment on the date of the loss as determined by PLIA.

5. SAFETY; SECURITY. Contractor’s failure to comply with any of the requirements in this Section shall be cause for termination.

5.1. REGULATORY REQUIREMENTS/SAFETY. Services supplied by Contractor shall meet all OSHA and other safety-related federal, state, and/or local regulatory agency requirements applicable to the Services. Contractor is responsible for ensuring that staff and subcontractors meet all OSHA and other safety-related federal, state, and/or local regulatory agency requirements applicable to the Services. This includes, but is not limited to, Hazardous Waste Operations and Emergency Response (HAZWOPER) training.

5.2. 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, PLIA will have the right to remove the materials and set off the cost of clean up against amounts owed to Contractor.

5.3. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are present at PLIA’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 PLIA investigation of incidents.

5.4. ON-SITE REQUIREMENTS. While on PLIA’s premises or PLIA’s customers’ premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with PLIA’s physical, fire, access, safety, and other security requirements and not interfere with PLIA’s operations. Contractor represents and warrants that Contractor, its agents, employees, or subcontractors who access PLIA’s or PLIA’s customers’ premises will be adequately trained and at all times comply with PLIA’s requirements.

6. SUBCONTRACTORS.

6.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event Contractor elects to utilize subcontractors to perform this Contract, Contractor shall: (a) incorporate Contractor’s responsibilities under this 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 Contract; (c) notify PLIA in writing of the hiring of the subcontractor and the work to be performed by the subcontractor; (d) be the sole point of contact for PLIA regarding all contractual matters; and (e) defend, indemnify, and hold PLIA harmless in case of negligence, other tortious fault, or intentional misconduct by any such subcontractors (regardless of tier).

6.2. REPORTING. If Contractor is required to report to PLIA, 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.

6.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or certifications set forth in this 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 PLIA will pay such subcontractor directly. Upon request from PLIA, Contractor shall provide documentation that shows subcontractor has the necessary training and/or certification(s).

7. DELIVERY & INSTALLATION.

7.1. DELIVERY REQUIREMENTS. Contractor must ensure that the Services are delivered or provided as required by this Contract, including the requirements set forth in Exhibit A – Performance Requirements, or as otherwise mutually agreed in writing between PLIA and Contractor.

8. PERFORMANCE OF SERVICES.

8.1 OWNERSHIP OF DELIVERABLES. Notwithstanding any provision to the contrary, the parties understand and agree that PLIA shall own all rights to any plans, reports, or other deliverables provided to PLIA pursuant to this Contract. The copyright in all works of authorship created pursuant to this Contract shall be owned by the state of Washington. All such works or portions of works created by the Contractor are hereby agreed to be "works made for hire" within the meaning of 17 U.S.C. § 201. If, however, the state of Washington is not able to obtain copyright ownership under the statutory provisions for "works made for hire," then Contractor hereby assigns to state of Washington all right, title, and interest in: (a) the copyright to Contractor’s work of authorship ("Work") and contribution to any such Work ("Contribution"); (b) any registrations and copyright applications, along with any renewals and extensions thereof, relating to the Contribution or the Work; (c) all works based upon, derived from, or incorporating the Contribution or the Work; (d) all income, royalties, damages, claims and payments now or hereafter due or payable with respect to the Contribution or the Work; (e) all causes of action, either in law or in equity, for past, present, or future infringement of copyright related to the Contribution or the Work, and all rights corresponding to any of the foregoing, throughout the world. In addition, to the extent any applicable law or treaty prohibits the transfer or assignment of any moral rights or rights of restraint the Contractor has in the Contribution or the Work, the Contractor waives those rights as to state of Washington, its successors, licensees, and assigns.

8.2 CONTRACTOR KEY STAFF CHANGES. Except in the case of a leave of absence, sickness, death, termination of employment or unpaid or paid leave of absence, agreed upon Key Staff must not be changed during the term of this contract. Otherwise, any change in Key Staff must be agreed in writing between the parties. During the term of the Contract, PLIA reserves the right to approve or disapprove of Contractor and Subcontractor Key Staff assigned to perform services as required by this contract, or to require the removal or reassignment of any Contractor or Subcontractor Key Staff found unacceptable by PLIA, subject to PLIA’s compliance with applicable laws and regulations. Contractor must provide PLIA with a resume, licenses and certifications of any member of its Key Staff or a Subcontractor’s Key Staff assigned to or proposed for any aspect of performance under this Contract prior to commencing any Services.

In the event that proposed Contractor resources are unavailable to deliver the work, Contractor must staff the project with resources with equal or greater skills and capabilities, subject to approval from PLIA.

PLIA must be notified of any change in Contractor Key Staff as soon as practicable but in no event less than five (5) working days after removal of such staff from their duties in support of this Contract. Contractor must provide resumes and describe the roles and responsibilities of any replacement staff to PLIA as soon as practicable but in no event less than five (5) working days prior to the date that such staff begin work under this Contract. PLIA reserves the right, in its sole judgement, to approve or reject such replacement staff. PLIA’s approval of such staff will not be unreasonably withheld. If new staff are assigned to do work under this Contract, Contractor will provide documentation of certifications and licenses as required in Exhibit A - Performance Requirements.

8.3 ONLINE COMMUNITY. The Contractor must use PLIA’s cloud-based application and data system to submit report information, invoices requests, and other relevant documentation. The Contractor will also use the Online Community to monitor project status and exchange correspondence related to a project.

9. INVOICING & PAYMENT.

9.1 CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices with backup documentation to PLIA’s Online Community for Services delivered under this Contract. Such invoices shall include the following:

a) Detailed description of Services and deliverables provided.

b) Backup documentation includes, but is not limited to receipts, logs, field notes, sampling data, pictures, etc.

Contractor’s invoices for payment shall reflect accurate Contract prices. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. PLIA shall have no obligation to pay Contractor for any services that do not comply with this Contract.

9.2 PAYMENT. A twenty percent (20%) holdback will be applied to each payment, to be retained by PLIA and paid upon completion of assessments meeting PLIA’s criteria. Payment is the sole responsibility of, and will be made by, PLIA within thirty (30) days of an invoices complete with required backup documentation. If PLIA fails to make timely payment(s), Contractor may invoice PLIA 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. Comment by VanEvery, Xyzlinda (PLIA): Do we want to consider an incentive instead of a hold back (e.g. bonus for meeting milestone, finishing w/n budget, etc.) Comment by Anderson, Ivy (ATG): Maybe look at performance credits? These credits can be monetary and linked to the schedule and/or other performance measures. A contractor may receive a credit for timely or early performance. Alternatively, the agency may receive a credit if the contractor fails to meet some criteria such as schedule or response time.

I haven’t worked with these before, but it was a suggestion in the AGO Contracts Deskbook!

9.3 OVERPAYMENTS. Contractor promptly shall refund to PLIA 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 PLIA 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 such credit memo), Contractor shall pay PLIA interest at a 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 Services furnished by Contractor pursuant to this 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 Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, PLIA shall pay applicable sales tax imposed by the state of Washington on purchased 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 PLIA, PLIA 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 contract administration for this Contract. PLIA’s contract administrator shall provide contract administrative oversight. Contractor’s contract administrator shall be Contractor’s principal contact for invoice/billing activities under this 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:

Attn: Xyzlinda VanEvery, Administrative Services Manager Pollution Liability Insurance Agency PO Box 40930 Olympia, WA 98504-0930 Tel: (360) 407-0515 Email: xyzlinda.vanevery@plia.wa.gov Attn: _________________________ Tel: (___) __________ Email: _______________

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 PLIA of the same) who shall be responsible for addressing PLIA’s issues pertaining to this 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:

Attn: Xyzlinda VanEvery, Administrative Services Manager Pollution Liability Insurance Agency PO Box 40930 Olympia, WA 98504-0930 Email: ___________________ Attn: _________________________ Email: _______________

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. RECORDS RETENTION & AUDITS.

11.1 RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Contract 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 Contract or final payment, 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.

11.2 AUDIT. PLIA reserves the right to audit, or have a designated third-party audit, applicable records to ensure that Contractor properly has invoiced PLIA. Accordingly, Contractor shall permit PLIA 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 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 Contract or final payment, 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. INSURANCE.

12.1 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 and/or Services and no additional payment shall be made to Contractor.

12.2 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, PLIA may terminate this 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 PLIA’s behalf in the state of Washington, and only to the extent of claims against Contractor by PLIA under the Indemnity obligations in this 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.

13. CLAIMS.

13.1 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 Contractor’s operations under this Contract. PLIA has made no representations regarding any factor affecting Contractor’s risks. Contractor shall pay for all damage to any PLIA’s property resulting directly or indirectly from Contractor’s acts or omissions under this Contract, even if not attributable to negligence by Contractor or its agents.

13.2 THIRD-PARTY CLAIMS; GENERAL INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold PLIA and its 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’, and subcontractors’ negligence, other tortious fault, or intentional misconduct under this 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 PLIA. 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, or to damages to property. Contractor shall take all steps needed to keep PLIA’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.

13.3. INTELLECTUAL PROPERTY INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold PLIA and their employees and agents harmless from any and all Claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Services provided under this Contract. If PLIA use of Services provided by Contractor is enjoined based on an intellectual property infringement Claim, Contractor shall, at its own expense, either procure for PLIA the right to continue using the Services or, after consulting with PLIA and obtaining PLIA’s consent, replace or modify the Services with substantially similar and functionally equivalent non-infringing Services.

14. DISPUTE RESOLUTION.

14.1. The parties shall cooperate to resolve any dispute pertaining to this Contract efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior manager of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute.

15. SUSPENSION; EXPIRATION; TERMINATION; REMEDIES.

15.1 TERMINATION. This Contract may be terminated: (a) upon the mutual written agreement of the parties; (b) by the non-breaching party where the breach is not cured within thirty (30) calendar days after written notice of breach is delivered to the breaching party, unless a different time for cure is otherwise stated in this Contract; and (c) as otherwise expressly provided for in this Contract. This Contract shall terminate automatically and without further action if a party becomes insolvent or is placed in receivership, reorganization, liquidation, or bankruptcy. In addition to any other available remedies, the non-breaching party may terminate this Contract as provided in subsection (b) above without further liability by written notice to the breaching party. A termination for breach will not affect rights or obligations accrued or owed before the effective date of the termination notice.

15.2 SUSPENSION OR TERMINATION FOR NONAPPROPRIATION OR REDUCTION OF FUNDS OR CHANGES IN LAW. PLIA may suspend or terminate this Contract, at the sole discretion of PLIA or, as applicable, if PLIA reasonably determines that: (a) a change in federal or state legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (b) that a change in available funds affects PLIA‘s ability to pay Contractor. A change of available funds as used in this section includes, but is not limited to, a change in federal or state funding, whether as a result of a legislative act or by order of the President or the Governor. If a written notice is delivered under this provision, PLIA will reimburse Contractor for Services properly performed until the effective date of said notice. Except as stated in this provision, in the event of termination for nonappropriation or reduction of funds or changes in law, PLIA will have no obligation or liability to Contractor. PLIA may exercise any of these options with no notification or restrictions, although PLIA will make a reasonable attempt to provide notice.

15.3 TERMINATION FOR CONVENIENCE. Except as otherwise provided in this contract, PLIA may, by ten (10) days written notice, beginning on the second day after the mailing, terminate this contract, in whole or in part. If this contract is so terminated, PLIA shall be liable only for payment required under the terms of this contract for services rendered prior to the effective date of termination.

15.4 EXPIRATION – PLIA OBLIGATIONS. Upon expiration of this Contract, PLIA shall accept and take delivery of all outstanding and not yet fulfilled orders and pay Contractor the price as set out in the Contract.

15.5 EXPIRATION OR TERMINATION – CONTRACTOR’S OBLIGATIONS. Upon expiration or termination of this Contract, Contractor shall continue to fulfill its warranty obligations with respect to any Services sold hereunder and all provisions of the Contract that, by their nature, would continue beyond the expiration, termination, or cancellation of the Contract shall so continue and survive.

15.6 DEFAULT. Any of the following events shall constitute cause for PLIA to declare Contractor in default of this Contract:

(a) Contractor fails to perform or comply with any of the terms or conditions of this Contract.

(b) Contractor breaches any representation or warranty provided herein.

(c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary.

15.7 SUSPENSION & TERMINATION FOR DEFAULT. PLIA may suspend Contractor’s operations under this Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to PLIA’s reasonable satisfaction; Provided, however, that, if after twenty (20) days from such a suspension notice, Contractor remains in default, PLIA may terminate Contractor’s rights under this Contract. All of Contractor’s obligations to PLIA survive termination of Contractor’s rights under this Contract, until such obligations have been fulfilled.

15.8 REMEDIES FOR DEFAULT.

(a) PLIA’s rights to suspend and terminate Contractor’s rights under this Contract are in addition to all other available remedies.

(b) In the event of termination for default, PLIA may exercise any remedy provided by law including, without limitation, the right to procure replacement Services. In such event, Contractor shall be liable to PLIA for damages as authorized by law including, but not limited to, any price difference between the Contract price and the replacement or cover price as well as any administrative and/or transaction costs directly related to such replacement procurement – e.g., the cost of the competitive procurement.

15.1.

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15.9. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party be liable to the other for exemplary or punitive damages; Provided, however, that nothing contained in this Section will in any way exclude or limit: (a) a party’s liability for all damages arising out of that party’s intentional acts or omissions; (b) the operation of any Services warranty provided in this Contract; or (c) damages subject to the Intellectual Property Indemnity section of this Contract. Any limitation of either party’s obligations under this Contract, by delivery slips or other documentation is void.

15.10. TERMINATION PROCEDURE. Upon termination of this contract, PLIA, in addition to any other rights provided in this contract, may require the Contractor to deliver to PLIA any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the “Treatment of Assets” clause shall apply in such property transfer.

PLIA shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by PLIA, and the amount agreed upon by the Contractor and PLIA for 1) completed work and services for which no separate price is stated; 2) partially completed work and services; 3) other property or services which are accepted by PLIA; and 4) the protection and preservation of property, unless the termination is for default, in which case the Agent shall determine the extent of the liability of PLIA. Failure to agree with such determination shall be a dispute within the meaning of the “Disputes” clause of this contract. PLIA may withhold from any amounts due the Contractor such sum as the Agent determines to be necessary to protect PLIA against potential loss or liability.

The rights and remedies of PLIA provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

After receipt of a notice of termination, and except as otherwise directed by the Agent, the Contractor shall:

1. Stop work under the contract on the date, and to the extent specified, in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract that is not terminated.

3. Assign to PLIA, in the manner, at the times, and to the extent directed by the Agent, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case PLIA has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.

4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Agent to the extent Agent may require, which approval or ratification shall be final for all the purposes of this clause.

5. Transfer title to PLIA and deliver in the manner, at the times, and to the extent directed by the Agent any property which, if the contract had been completed, would have been required to be furnished to PLIA.

6. Complete performance of such part of the work as shall not have been terminated by the Agent.

7. Take such action as may be necessary, or as the Agent may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which PLIA has or may acquire an interest.

15.11. TREATMENT OF ASSETS. Title to all property furnished by PLIA shall remain in PLIA. Title to all property furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in PLIA upon delivery of such property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in PLIA upon 1) issuance for use of such property in the performance of this contract, 2) commencement of use of such property in the performance of this contract, or 3) reimbursement of the cost thereof by PLIA in whole or in part, whichever first occurs.

Any property of PLIA furnished to the Contractor shall, unless otherwise provided herein or approved by PLIA, be used only for the performance of this contract.

The Contractor shall be responsible for any loss or damage to property of PLIA which results from the negligence of the Contractor or which results from the failure on the part of the Contractor to maintain and administer that property in accordance with sound management practices.

If any PLIA property is lost, destroyed, or damaged, the Contractor shall immediately notify PLIA and shall take all reasonable steps to protect the property from further damage.

The Contractor shall surrender to PLIA all property of PLIA prior to settlement upon completion, termination, or cancellation of this contract.

All reference to the Contractor under this clause shall also include Contractor employees, agents or subcontractors.

16. PUBLIC INFORMATION & PUBLIC RECORDS DISCLOSURE REQUESTS.

16.1. WASHINGTON’S PUBLIC RECORDS ACT. Unless statutorily exempt from public disclosure, this Contract and all related records are subject to public disclosure as required by Washington’s Public Records Act, Chapter 42.56 RCW.

16.2. CONTRACTOR OBLIGATION. Contractor shall identify and mark the precise portion(s) of the relevant page(s) of any records provided to PLIA that Contractor believes are statutorily exempt from disclosure and identify the precise statutory basis for exemption from disclosure. In addition, if, in Contractor’s judgment, certain portions of such records are not statutorily exempt from disclosure but are sensitive because particular portions of Contractor’s records (NOT including pricing) include highly confidential, proprietary, or trade secret information (or the equivalent) that Contractor protects through the regular use of confidentiality or similar agreements and routine enforcements through court enforcement actions, Contractor shall identify and mark the precise portion(s) of the relevant page(s) of any records that include such sensitive information.

16.3. PLIA’S OBLIGATION. In the event that PLIA receives a public records disclosure request pertaining to records that Contractor has submitted and marked either as (a) statutorily exempt from disclosure; or (b) sensitive then PLIA, prior to disclosure, will do the following: PLIA’s Public Records Officer will review any records marked by Contractor as statutorily exempt from disclosure. In those situations, where the designation comports with the stated statutory exemption from disclosure, PLIA will redact or withhold the record(s) as appropriate. For records marked ‘sensitive’ or for records where PLIA determines that no statutory exemption to disclosure applies or is unable to determine whether the stated statutory exemption to disclosure properly applies, PLIA will notify Contractor, at the address provided in the Contract, of the public records disclosure request and identify the date that PLIA intends to release the record(s) (including records marked ‘sensitive’ or exempt from disclosure) to the requester unless Contractor, at Contractor’s sole expense, timely obtains a court order enjoining PLIA from such disclosure. In the event Contractor fails to timely file a motion for a court order enjoining such disclosure, PLIA will release the requested record(s) on the date specified. Contractor’s failure properly to identify exempted or sensitive information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such records are exempt or protected from public disclosure.

16.4. RIGHT OF INSPECTION. The Contractor shall provide right of access to its facilities to PLIA, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this contract.

The Contractor shall make available information necessary for PLIA to comply with the client's right to access, amend, and receive an accounting of disclosures of their Personal Information according to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or any regulations enacted or revised pursuant to the HIPAA provisions and applicable provisions of Washington state law. The Contractor internal policies and procedures, books, and records relating to the safeguarding, use, and disclosure of Personal Information obtained or used as a result of this contract shall be made available to PLIA and the U.S. Secretary of the Department of Health & Human Services, upon request.

16.5. PERSONAL INFORMATION. Information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. Personal Information includes “Protected Health Information” as set forth in 45 CFR Part 164 as currently drafted and subsequently amended or revised and other information that may be exempt from disclosure to the public or other unauthorized persons under either Chapter 42.17A RCW or other state and federal statutes.

16.6. PRIVACY. Personal information collected, used or acquired in connection with this contract shall be used solely for the purposes of this contract. Contractor and its subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of PLIA or as provided by law. Contractor agrees to implement physical, electronic and managerial safeguards to prevent unauthorized access to personal information.

PLIA reserves the rights to monitor, audit or investigate the use of personal information collected, used or acquired by the Contractor through this contract. The monitoring, auditing or investigating may include but is not limited to “salting” by PLIA. Salting is the act of placing a record containing unique but false information in a database that can be used later to identify inappropriate disclosure of data contained in the database. Contractor shall certify the return or destruction of all personal information upon expiration of this contract.

Any breach of this provision may result in termination of the contract and the demand for return of all personal information. The Contractor agrees to indemnify and hold harmless PLIA for any damages related to the Contractor’s unauthorized use of personal information.

16.7. SAFEGUARDING OF INFORMATION. The Contractor shall not use or disclose information which may be classified as confidential or Personal Information in any manner that would constitute a violation of federal or state law, HIPAA, or any regulations enacted or revised pursuant to the HIPAA provisions and applicable provisions of Washington State law. The Contractor agrees to comply with all federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic data interchange of all Personal Information.

The Contractor shall protect Personal Information collected, used, or acquired in connection with this Contract, against unauthorized use, disclosure, modification, or loss. The Contractor shall ensure its directors, officers, employees, subcontractors, or agents use it solely for the purposes of accomplishing the services set forth in this agreement. The Contractor and its subcontractors agree not to release, divulge, publish, transfer, sell, or otherwise make it known to unauthorized persons without the express written consent of PLIA or as otherwise required by law. The Contractor agrees to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or disclosure of data in any form. The Contractor shall make the Personal Information available to amend as directed by PLIA and incorporate any amendments into all the copies maintained by the Contractor or its subcontractors.

The Contractor shall certify its return or destruction upon expiration or termination of this Contract and the Contractor…