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HomeMy WebLinkAboutHood Canal Communications Mason County Downtown Fiber Upgrade - Contract CONTRACT# J'j- 01(5 MASON COUNTY DOWNTOWN FIBER UPGRADE This Contract is between Mason County, Washington, a Municipal Corporation (herein after referred to as "County") and Hood Canal Communications, a private contractor at 300 E Dalby Road, Union, WA (herein after referred to as"Contractor"). PROJECT DOWNTOWN CAMPUS FIBER OPTIC UPGRADE 1. Scope of Work: Contractor shall furnish all materials, equipment and labor to perform the subject project in accordance with and as described in their proposal to Mason County's Invitation to Bid entitled "Downtown Campus Fiber Optic Upgrade" and is hereby incorporated by reference and made a part hereof. Attachment A 2. Compensation: The total value of the contract shall not exceed three hundred four thousand eighteen dollars ($304,018)plus sales tax,which includes all labor, materials, and standard freight for the project.Compensation shall be by Unit Price for each of the categories of work in the Contractor's bid proposal, which is incorporated by reference and attached hereto as Attachment B. Before any payment is made by Mason County under this contract, the Contractor must provide a copy of the statement of Intent to Pay Prevailing Wage approved by the Department of Labor and Industries. Pursuant to RCW Chapter 60.28, a sum of five percent(5%) of the monies earned by the Contactor will be retained. 3. Bonds: Pursuant to RCW 39.08.010, the Contractor shall provide the County a performance bond for the full contract amount to be in effect as detailed in the incorporated General Provisions. The County may at its option release the bonds once all the conditions of RCW 39.08.010-1a have been discharged. 4. Term of Contract: The term of this contract shall be from contract execution through December 31, 2023. Time is of the essence in this contract. The Downtown Campus Fiber Optic Upgrade project must be completed and all invoices submitted to the County by June 30, 2024. 5. Job Safety: Contractor shall comply with all Washington Department of Labor& Industries safety standards. 6. Contract Requirements: Contractor must have a contractor license number and insurance. Prevailing Wage Law Applies. Forms Needed: 1) Proof of Insurance with Additional Insured Endorsement; 2) Intent to Pay Prevailing Wage; 3) Affidavit of Wages Paid; 4) Performance Bond; 5) Certification of Compliance with Wage Payment Statutes. 7. Contract Documents: The attached General Provisions, referenced Invitation to Bid, Exhibit A and B are included in this Contract Agreement. The parties acknowledge that there has been an opportunity to negotiate the terms and conditions of this Agreement and agree to each bind itself, its partners, successors, assigns, and legal representatives to the other party hereto, in respect of all covenants, agreements, and obligations contained in the Contract Documents. Each of the persons signing below on behalf of any party hereby represents and warrants that s/he or it is signing with full and complete authority to bind the party on whose behalf of whom s/he or it is signing, to each and every term of this Agreement. Owner: Contractor: Mason County CONTRACTOR Chair T Date Date Approved as to Form Chief Deputy Prosecuting Attorney Page 1 of 13 J:\DLZ\IT\Fiber Call for Bids\HCC Fiber Project contract draft.docx GENERAL PROVISIONS g WASHINGTON STATE PREVAILING WAGES a) Before any payment can be made by the County, Contractor and any subcontractors must file a "Statement of Intent to Pay Prevailing Wages"with L&I and provide a copy of the L&I approved Intent to the County Budget Manager. Contractor will pay promptly, when due, all wages accruing to its employees. Intents will be filed annually by the Contractor at the start date of each new contract year. b) Before full or partial payment of the final invoice for the Contract year expiring can be made to the Contractor, an "Affidavit of Wages Paid" must be filed with L&I by the Contractor and any subcontractors within fifteen (15)days of all work performed during the Contract year just completed.A copy of the L&I approved Affidavit must be provided to the County Budget Manager. Affidavits will be filed annually by the Contractor to cover wages paid for the contract year must expired. c) For the first year of the Contract, Contractor shall pay its workers the applicable prevailing wage rates in effect upon the date of execution of the contract.At the end of the first contract year, and each successive year thereafter, Contractor shall adjust the prevailing wages paid to its employees to recognize and follow the most recent increases promulgated by L&I, if any. L&I updates prevailing wage rates every March and September. Any adjusted rates shall be reflected on the Intent filed for the new contract year. d) In compliance with WAC 296-127, Contractor is required to pay L&I the appropriate filing fee with each Intent and Affidavit submitted to that department for certification. These fees are incidental to the Contract. e) For contracts in excess of$10,000, the contractor must post in a conspicuous place at the job site, a copy of the statement of Intent to Pay Prevailing Wages approved by the Department of Labor and Industries and the address and phone number of the Industrial Statistician where complaints or inquires may be made. The County will refer any dispute regarding the prevailing rate of wage to the Department of Labor and Industries for arbitration. f) The State of Washington prevailing wage rates applicable for this public works project, which is located in Mason County, may be found at the following website address of the Department of Labor and Industries: https://Ini.wa.gov/licensing-permits/public-works- proiects/prevailing-wage-rates/ A copy of the applicable prevailing wage rates are also available for viewing at Mason County Commissioners' Office, 411 North 5h Street, Shelton, WA 98584. Upon request,the County will mail a hard copy of the applicable prevailing wages for this project. 2. Delivery.Advance coordination of the work shall be made with the Network Engineer/Project Manager T.J. Cannon (360)427-9670 ext. 501. 3. Subcontracts. The Contractor shall give notice reasonably in advance of placing any subcontract; preferably the Contractor shall identify subcontracts before subcontracted work begins. "Subcontract" means any contract entered into by a subcontractor to furnish supplies or services for performance of the prime Contractor or a subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.The following information shall be included (i) a description of the supplies or services to be subcontracted, (ii) identification of the type of subcontract to be used (iii) identification of the proposed subcontractor, (iv) proposed subcontract price. Unless consent or approval specifically provides otherwise, consent by the County shall not constitute a determination: a. of the acceptability of any subcontract terms or conditions; b. of the allowability of any cost under this contract, or c. to relieve the Contractor of any responsibility for performing this Contract. As required by RCW 39.06.020, the Contractor must verify responsibility criteria for each first tier subcontractor, and a subcontractor of any tier that hires other subcontractors must verify responsibility criteria for each of its subcontractors. Verification is to include that, at the time Page 2 of 13 of subcontract execution, each subcontractor meets the responsibility criteria listed in RCW 39.04.350(1).This verification requirement, as well as the responsibility criteria, must be included in every public works contract and subcontract of every tier. The Contractor shall give immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the County. 4. Taxes. The Contractor will pay all applicable taxes including, but not limited to: Sales and Use Tax,Business and Occupation Tax,and taxes based on the Contractor's gross or net income. 5. Invoicing. All invoices shall include: Company Name, Invoice Date, Due Date (30 days), Invoice Number, Invoice Period, Contract Title. The Contractor must invoice monthly for services delivered during the invoice period. Invoices may be sent by US mail to Mason County Support Services, 411 North 51h Street, Shelton,. WA 98584 or by email to toddc(Q,masoncountywa.gov. The County shall notify the Contractor within fifteen (15) calendar days from receipt of invoice if there are any objections or disputes with the invoice. The Contractor shall then resubmit a new invoice less the disputed amount and payment shall be made within 30 calendar days. Any disputed amounts may be submitted under the Disputes clause contained herein. 6. Withholding Payment. In the event the County determines that the Contractor has failed to perform any obligation under this Contract within the times set forth in this Contract, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the County determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to terminate or damages, provided that the County promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more than 8 days after it determines to withhold amounts otherwise due. A determination of the County Administrator set forth in such notice to the Contractor of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provisions of the Disputes clause of this Contract. The County may act in accordance with any determination of the County Administrator which has become conclusive under this clause, without prejudice to any other remedy under the Contract, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the Contractor, (3)to set off any amount so paid or incurred from amounts due to become due the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to Contractor by reason of good faith withholding by the County under this clause. 7. Final Payment: Waiver Of Claim The Contractor's acceptance of final payment (excluding withheld retainage) shall constitute a waiver of claims, except those previously and properly made and identified by the Contractor as unsettled at the time request for final payment is made. A.Insgectmon of the Work All materials furnished and work done shall be subject to inspection. The County Project Manager administering the Contract shall at all times have access to the work wherever it is in progress or being performed, and the Contractor shall provide proper facilities for such access and inspection. Such inspection shall not relieve the Contractor of the responsibility of performing the work correctly, utilizing the best labor and materials in strict accordance with the Specifications of the Contract. All material or work approved and later found to be defective shall be replaced without cost to the County. Page 3 of 13 B. Proiect Manager's Authority The Project Manager shall have power to reject materials or workmanship which do not fulfill the requirements of these Specifications, but in case of dispute the Contractor may appeal to the County Administrator whose decision shall be final. The Contract shall be carried out under the general control of the representative of the County administering the Contract,who may exercise such control over the conduct of the work as may be necessary, in his or her opinion, to safeguard the interest of the County. The Contractor shall comply with any and all orders and instructions given by the representative of the particular Department administering the Contract in accordance with the terms of the Contract. Nothing herein contained, however, shall be taken to relieve the Contractor of his/her obligations or responsibilities under the Contract. 8. New and Unused. All units, equipment, parts and material shall be new, unused, manufacturer's current model year and in current production.All materials shall have physical and chemical properties to withstand the intended purpose. Equipment design shall have sufficient excess capacity for durability and safety. 9. Warranty. The Contractor shall return to the project and repair or replace all defects in workmanship and material discovered within one year after completion date of each Work Order, including any necessary labor and materials. The Contractor shall start work to remedy any such defects within 7 calendar days of receiving County's written notice of a defect, and shall complete such work within the time stated in the County's notice. In case of an emergency, where damage may result from delay or where loss of services may result, such corrections may be made by the County's own forces or another contractor, in which case the cost of corrections shall be paid by the Contractor. In the event the Contractor does not accomplish corrections within the time specified, the work will be otherwise accomplished and the cost of same shall be paid by the Contractor. When corrections of defects are made, the Contractor shall then be responsible for correcting all defects in workmanship and materials in the corrected work for one year after acceptance of the corrections by County. In addition, the Contractor shall obtain and submit to the County any necessary documentation to secure any extended manufacturer's warranty and warranty terms. This guarantee is supplemental to and does not limit or affect the requirements that the Contractor's work comply with the requirements of the Contract or any other legal rights or remedies of the County. 10. Defense and Indemnity Agreement,The Contractor shall defend, indemnify and hold the County, its appointed and elected officers, officials, employees and volunteers harmless from any and all claims, injuries, including death at any time resulting there from, damages, losses or suits including attorney fees, to the extent caused by negligent acts, errors or omissions of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the County. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the County, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this Clause shall survive the expiration or termination of this Agreement. 11. Insurance. A.Insurance Term: The Contractor shall procure and maintain insurance, as required in this Section, without interruption from commencement of the Contractor's work through the term of Page 4 of 13 the contract and for thirty(30)days after the Physical Completion date, unless otherwise indicated herein. Contractor may use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, it will be amended to do so. B. No Limitation:The Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the County's recourse to any remedy available at law or in equity. C. Minimum Scope of Insurance: The Contactor's required insurance shall be of the types and coverage as stated below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be on Insurance Services Office (ISO) form CA 00 01 or the exact equivalent. 2. Commercial General Liability insurance shall be on ISO occurrence form CG 00 01 or the exact equivalent and shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. Mason County and its officers, elected officials, employees, agents, and volunteers shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured- Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington with employer's liability limits no less than $1,000,000 per accident for all covered losses. D. Minimum Amounts of Insurance: The Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $4,000,000 general aggregate and $4,000,000 products- completed operations aggregate limit. E. Extended Coverage for Completed Operations:The Contractor shall maintain Commercial General Liability completed operations coverage for a period of three years following substantial completion of the work for the benefit of the Mason County by naming Mason County an additional insured using Additional Insured- Completed Operations endorsement CG 20 37 10 01 or an endorsements providing at least as broad coverage. F.Public Entity Full Availability of Contractor Limits: If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. G. Other Insurance Provision:The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the County. Any insurance, self-insurance, or self-insured pool coverage maintained by the County shall be excess of the Contractor's insurance and shall not contribute with it. Page 5 of 13 H. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. I. Verification of Coverage: The Contractor shall furnish the County with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsements, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the County, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this contract and evidence of all subcontractors'coverage. J. Subcontractors' Insurance: The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor- provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the County is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement at least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. K. Notice of Cancellation: The Contractor shall provide Mason County and all Additional Insureds for this work with written notice of any policy cancellation within two (2) business days of their receipt of such notice. L. Failure to Maintain Insurance: Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the County may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the County on demand, or at the sole discretion of the County, offset against funds due the Contractor from the County. 12. Acceptance. Contractor acknowledges and agrees that these General Provisions are incorporated in, and are a part of, each purchase order or other agreement relating to the provision of goods and/or related services by Contractor. These General Provisions supersede all conflicting or additional terms pre-printed on any purchase order, quote, invoice, or otherwise set forth on any release, acknowledgement, confirmation, requisition, work order, shipping instruction, specification and similar document or communication. 13. Registered or Licensed Contractor. The County is prohibited by RCW 39.06.010 from executing an Agreement with a Contractor who is not registered or licensed as required by the laws of the state. 14. Discrimination Prohibited. During the performance of this Agreement, the Contractor and subcontractors shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, gender identity, or any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. Contractor agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. 15. Contractor is an Independent Contractor. The parties intend that an independent Contractor relationship will be created by this Agreement. No agent, employee or representative of the Contractor shall be deemed to be an agent, employee or representative of the County for any purpose. Contractor shall be solely responsible for all acts of its agents, Page 6 of 13 employees, representatives and Sub-Contractors during the performance of this Agreement. 16. No Third Party Beneficiary Rights. This Agreement is not intended to and shall not be construed to give any Third Party any interest or rights(including,without limitation, any Third Party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby, except as otherwise expressly provided for in this Agreement. 17. The Countv's Right to Terminate Agreement. A. Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until the Scope of Services under this Agreement has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. B. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit Agreement prices for completed items of work through the date of termination. An equitable adjustment in the Agreement price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute a breach of Agreement by the County. 18) Changes/Additional Work.The County may engage Contractor to perform services in addition to those listed in this Agreement, and Contractor will be entitled to additional compensation for authorized additional services or materials. The County shall not be liable for additional compensation until and unless any and all additional work and compensation is approved in advance in writing and signed by both parties to this Agreement. If conditions are encountered which are not anticipated in the Scope of Services, the County understands that a revision to the Scope of Services and fees may be required. Provided, however, that nothing in this paragraph shall be interpreted to obligate the Contractor to render or the County to pay for services rendered in excess of the Scope of Services unless or until a modification to this Agreement is approved in writing by both parties. Contract Modification pricing will be established by the unit-prices stated in the bid proposal(Exhibit B). The Contractor shall submit a detailed change order proposal. Details for labor, equipment and material will include: rates, quantities, and markups. 19. Non-waiver. Waiver by the County of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 20. Covenant Against Contingent Fees. The Contractor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement, and that he has not paid or agreed to pay any Page 7 of 13 company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award of making of this Agreement. For breach or violation of this warranty, the County shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 21. Disputes A.General: Differences between the Contractor and the County, arising under and by virtue of this Agreement shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. The provisions of this Clause shall survive the expiration or termination of this Agreement. B. Notice of Potential Claims: The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the County, or(2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within 10 days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible,the amount of the potential claim. Contractor shall keep full and complete daily records of the Work performed, labor and all costs and additional time claimed to be additional. Detailed Claim:The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within 30 days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. C. Dispute Resolution: In the event of a dispute between the County and the Contractor arising out of this Agreement, or any obligation hereunder the dispute shall first be referred to the representatives designated by the County and the Contractor to have oversight over the administration of this Agreement. Said representatives shall meet within thirty (30) calendar days of receipt of detailed claim, and the parties shall make a good faith effort to achieve a resolution of the dispute. In the event the parties are unable to resolve the dispute under the procedure set forth above, then the parties hereby agree that the matter shall be referred to mediation. The parties shall mutually agree upon a mediator to assist them in resolving their differences.Any expenses incidental to mediation shall be borne equally by the parties. If either party is dissatisfied with the outcome of the mediation, that party may then pursue any available judicial remedies. 22. Force Maieure. Definition: Except for payment of sums due, neither party shall be liable to the other or deemed in default under this Agreement if and to the extent that such party's performance of this Agreement is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the party affected and could not have been avoided by exercising reasonable diligence. Force majeure shall include acts of God, war, riots, strikes, fire, floods, epidemics, or other similar occurrences. Notification: If either party is delayed by force majeure, said party shall provide written notification within forty- eight(48) hours. The notification shall provide evidence of the force majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and written notification of same shall be provided. The time of completion shall be extended by Agreement modification for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this Agreement. Rights Reserved: The County reserves the right to cancel the Agreement and/or purchase materials, equipment or services from the best available source during the time of force majeure, and Contractor shall Page 8 of 13 have no recourse against the County. 23. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Washington. Any action brought under the Agreement or relating to the Project shall be brought in the Superior Court of the State of Washington in Mason County Washington. 24. Compliance with Laws. The Contractor in the performance of this Agreement shall comply with all applicable Federal, State or local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in the Agreement to assure quality of services. Contractor will follow all applicable laws and requirements for excavation and disposal of material. 25. Notices. Receipt of any notice shall be deemed effective three days after deposit of written notice in the U.S. mail, with proper postage and properly addressed. Notices shall be sent to the following addresses: COUNTY: CONTRACTOR: Mason County Hood Canal Telephone Co., Inc T.J. Cannon Spencer Jones 411 North 5th Street PO Box 259 Shelton, WA 98584 Union, WA 98592 26. Severability. If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. 27. Survival of Contract Termination. The provisions of the following paragraphs, the provisions of the non collusion affidavit, and the liability of the Contractor for default during the term of the Contract shall survive, notwithstanding the termination or invalidity of this Contract for any reason:Taxes; Warranty; The County's Right to Terminate Contract; Governing Law; Defense & Indemnity Agreement; Disputes. 28. Performance and Payment Bonds. The County is required by RCW 39.08.010, with limited exceptions, to obtain a Performance for each public works project. The County requires a Performance bond for 100% of the contract amount furnished on bond forms standardized by the County Attorney's office. The bonds must meet the following provisions: • Be for the full amount of the project, including tax. • Name Mason County as the obligee. • List the correct Project Name and Project Number. • Be signed by both the surety (the Attorney in Fact) and the Contractor. • Be issued by a surety authorized to do business in the State of Washington (listed on the Insurance Commissioners website) and which meets the AM Best Rating required in the Contract Documents. If no requirement exists, a minimum of AM Best Rating A-7 or better will be required. Release of Bonds Bonds will not be released until the project has been completed and finally accepted. Performance Bonds—Performance Bonds will be released at the end of the warranty period or six months after the date of final acceptance, whichever is later. The County may at its option release the bond once all the conditions of RCW 39.08.010-1 a have been discharged. 29. Retainage. Pursuant to RCW Chapter 60.28, a sum of five percent (5%) of the monies earned Page 9 of 13 by the Contractor will be retained. The Contractor may elect to execute a Retainage Bond. The bond must be furnished on a bond form standardized by the City Attorney's office and issued by a surety currently authorized by the State Insurance Commissioner to do business in Washington State. Retainage will be released 45 days after final acceptance, provided that the following has occurred: a. All liens placed against the project have been released. For projects over$35,000, releases from the Department of Labor and Industries, Department of Employment Security and the Department of Revenue will also be required. b. Affidavits of Wages paid for the final correct contract amount are approved and on file for the Contractor and any subcontractors. c. Worker's Compensation Premiums for the Contractor and any subcontractors are current. 30. Debarment: A. Grantee, defined as the primary participant and its principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. ii. Have not within a three-year period preceding this Grant, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local)with commission of any of the offenses enumerated in paragraph (1)(b) of federal Executive Order 12549; and iv. Have not within a three-year period preceding the signing of this Grant had one or more public transactions (Federal, State, or local) terminated for cause of default. B. Where the Grantee is unable to certify to any of the statements in this Grant, the Grantee shall attach an explanation to this Grant. C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by COMMERCE. D. The Grantee further agrees by signing this Grant that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: i. The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii. Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such contractor shall attach an explanation to this Grant. E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction person, primary covered transaction, principal, and voluntarily excluded, as used in this section have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the Department of Commerce for assistance in obtaining a copy of these regulations. 31.Labor Standards. Subrecipient agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis-Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surrounding or under conditions which are Page 10 of 13 unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. 32. Conflict of Interest. The elected and appointed officials and employees of the parties shall not have any personal interest, direct or indirect, which gives rise to a conflict of interest. Page 11 of 13 ATTACHMENT A SCOPE OF WORK The Board of Commissioners is directing up to $304,018 to Hood Canal Communications using federal ARPA funding for the purpose of installing and upgrading the fiber optic infrastructure to the Mason County downtown offices. This project must be completed and all invoices submitted by June 30, 2024. The intent of this grant is to provide fiber optic infrastructure improvement to the downtown Mason County campus. Recipient will be responsible for the following: • Scope of Work/Services as submitted by Hood Canal Communications—Attachment A-1 • Fiber Network Installation (consisting of all labor, parts, materials, and supplies) to include installation of drop (aerial and/or underground) and splicing. Installation of splitters, inside wiring with termination at building network closet for hand-off to customer. • Routine cable maintenance and fiber restoration services to include labor, parts, materials and supplies, for the fiber optic network. • In the event of an emergency, the County may require services at off-times. To facilitate prompt response and resolution of emergency fiber restoration incidents, the County's expectations for emergency repair services are as follows: The Recipient, must be able to initiate emergency fiber optic response within twenty (20) minutes of emergency service notification from the County. • Ability to work within Mason County Public Utility District#3 guidelines on pole usage and possible replacement if necessary. • Acquire all appropriate permissions and permitting from the City of Shelton for the work to be completed. • Coordinate with County technical staff for entry, scheduling, completion, testing /validation, and the development of a detailed plan of action for emergency response. • Provide warranty work as directed for defects or incomplete services. • Installation services are required to meet applicable Federal and State building codes and standards. • The Recipient shall provide a single point of contact to initiate installation, routine cable maintenance, and fiber restoration services. Cable Specifications The cable must be single mode fiber with a minimum of 12 strand per location. Inside Building Specifications The fiber will be run into all buildings and terminated at contractor supplied fiber patch panel in existing network closets. Page 12 of 13 Attachment A-I Hood Canal Communications Spencer Jones 300 E Dalby Rd PO Box 249 Union, WA 98592 360-898-2481 spenceri(cDhoodca nal.net Scope of Work / Services Hood Canal Communications{HCC)proposes a new,single mode fiber optic run,originating at building 10, running to the other required buildings, as outlined in the RFP. From building 10, we will attach single mode fiber to the county's existing pole line, to the front of Mason County Jail. From there, we plan to directional drill to the Mason County Sheriffs Office and Building 2. We will also directional drill to Building 4, where we can then intercept and utilize the county's existing underground conduit to reach a common vault, that has distribution and conduit directly to buildings 1, 3, 4, 6, 9 and the Court House. Next to building 1, we plan to do a fourth directional drill to building 8. The directional drilling will provide the best long term solution for the County; while the upfront cost may be higher, the conduit and path would be wholly owned by the County, with no ongoing fees or future charges like a joint use utility pole will incur; Mason PUD3 has increased pole contact rates over 45% over the last 4 years. These contact rates do NOT currently include any costs for pole changeouts, make ready work, etc, whether Mason County asked for the work to be performed, or not. Per the RFP spec, each building will get a minimum of 12 dedicated single mode fibers, back to building 10. B,uilding 8 will get 24 fibers, 12 upstairs and 12 downstairs. Building 1 will also get 24 fibers,with the idea buildings 5 and 7 are distributed from building 1; the additional fibers will provide added capacity for connections and patching buildings 5 and 7 directly to building 10, without the need for electronics in between. Fiber splicing will be performed to RUS Bulletin's 1753F-401{PC-2)and 1753F-201 {PC-4).The fiber will be spliced using a core alignment fusion splicer.The bi-directional optical loss will be O.ISdb or less, per the RUS bulletin. Validation and Certification will be performed, with results provided as part of the completion packet using an Exfo OTDR. HCC will use standard materials it regularly keeps in stock, at their warehouse/yard in Union, WA. Using materials we keep stocked has a huge advantage for the county, if anything were to happen to the fiber, conduit, etc, HCC likely has the materials in stock to make quick repairs. HCC will comply with all applicable local, county, state and federal regulations, including OSHA, WISHA, L&I, NESC and the City of Shelton. Experience HCC has over 30 years experience installing, maintaining, and upgrading fiber optic networks, and we have been operation as a utility since 1934. We have an expansive fiber optic and coaxial network throughout Mason County, with the addition of Jefferson County coming later in 2023. We have aerial and underground construction teams and equipment in house, along with all equipment, vehicles and personnel necessary to splice and repairfiber. HCC currently leases and maintains dark fiber networks ATTACHMENT B 4-k-, Budget Breakdown The "Standard Construction Contingency"is used to cover unexpected material and labor cost increases, from time of bid to award of bid, changes in design, and unforeseen construction problems J expenses. Cost Breakdown Qty Description Price Total 1500 7-way Conduit $ 3.44 $ 5,156,25 1500 1.5"HDPE Conduit $ 1.25 $ 1,875.00 6 17x 30 V a u I is $ 687.50 $ 4,125.00 2 24x36 Vaults $ 812.50 $ 1,625.00 3 S lice Cases $ 562.50 $ 1,687.50 1100 Directional Drilling $ 65.00 $ 71,500,00 100 Trenching $ 50.00 $ 5,000.00 1000 Smurf Tube $ 4.69 $ 4,687.50 10 Building Entrance and Penetration $ 937.50 $ 9,375.00 10 Distribution Fiber Panels $ 1,875.00 $ 18,750,00 1I Main Fiber Panel $ 3,750,00 $ 3,750,00 1 Wall Mount Fibers lice $ 1,875.00 $ 1,875.00 1500 Conduit Proof and Verification(occupied) $ 1.25 $ 1,875.00 1500 Fiber Override(Occupied Conduit) $ 2.50 $ 3,750.00 1200 Fiber Install(Empty Conduit $ 1.25 $ 1,500.00 500 288ct Aerial Fiber $ 3.75 $ 1,875.00 10001 144ct Microfiber $ 2.19 $ 2,187.50 5000 24ct Microfiber $ 1.56 $ 7,812,50 1 FiberSplicing $15,000.00 $ 15,000.00 1 Fiber Verification and Certification $ 6,250.00 $ 6,250.00 1 Mule tape and'et line $ 1,500.00 $ 1,500.00 1 Admin and Permitting $ 6,250.00 $ 6,250.00 TOTAL (without co tingencies)l $ 177,406.25 8 PUD3 Utility Pole Replacement* $12,500,00 1 $ 100,000.00 1 Standard Construction Conton en * 15% $ 26,610.94 TOTAL(including contingencies) $304,017.19 *PUD3 Utility Pole replacement and Standard Construction Contingency will NOT be billed unless needed.The PUD3Joint Use Pole replacement will offset the"Directional Drilling"line item,and will be calculated and communicated as needed. If any of Standard Contingency needs to be spent, HCC will inform the county prior to the expense for approval. Page 13 of 13