HomeMy WebLinkAboutBCRA TreanorHL - Contract MASON COUNTY
and
BCRA, Inc
PROFESSIONAL SERVICES CONTRACT
This CONTRACT is made and entered into by and between Mason County, hereinafter referred
to as "COUNTY"and BCRA, Inc., referred to as"CONTRACTOR."
RECITALS:
WHEREAS, COUNTY desires to retain a person or firm to provide the following service.
Architectural and Engineering Services; and
WHEREAS, CONTRACTOR warrants that it is qualified and competent to render the aforesaid
services.
NOW, THEREFORE, for and in consideration of the CONTRACT made, and the payments to be
made by COUNTY, the parties agree to the following:
General Conditions
Scope of Services:
CONTRACTOR agrees to provide COUNTY the services and any materials as set forth as
identified in "Exhibit A Scope-of-Services" and "Exhibit C Preliminary Schedule" during the
CONTRACT period. No material, labor or facilities will be furnished by COUNTY, unless
otherwise provided for in the CONTRACT.
Term:
The performance period for this CONTRACT is January 16, 2024 through August 31, 2024.
Services Outside of Term:
Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be
performed at the expense of CONTRACTOR and are not compensable under this CONTRACT
unless both parties hereto agree to such provision in writing. The term of this CONTRACT may
be extended by mutual consent of the parties; provided, however, that the CONTRACT is in
writing and signed by both parties
Extension:
The duration of this CONTRACT may be extended by mutual written consent of the parties for
one additional 6 month period.
Compensation:
CONTRACT total value is not to exceed $780,000
Independent Contractor:
CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent
contractor, and nothing herein contained shall be construed to create a relationship of
employer-employee. All payments made hereunder and all services performed shall be made
and performed pursuant to this CONTRACT by the CONTRACTOR as an independent
contractor.
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CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified in
Exhibit B Compensation and the CONTRACTOR is not entitled to any benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, medical,dental, or other insurance
benefits, or any other rights or privileges afforded to employees of COUNTY. The
CONTRACTOR represents that he/she/it maintains a separate place of business, serves clients
other than COUNTY, will report all income and expense accrued under this CONTRACT to the
Internal Revenue Service, and has a tax account with the State of Washington Department of
Revenue for payment of all sales and use and Business and Occupation taxes collected by the
State of Washington.
CONTRACTOR will defend, indemnify and hold harmless COUNTY, its officers, agents or
employees from any loss or expense, including,but not limited to, settlements,judgments,
setoffs,reasonable attorneys'fees or costs incurred by reason of claims or demands because of
breach of the provisions of this paragraph.
Taxes:
CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal or
State income taxes. Where required by State or Federal law,the CONTRACTOR authorizes
COUNTY to withhold for any taxes other than income taxes(i.e., Medicare) as applicable. All
compensation received by the CONTRACTOR will be reported to the Internal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations.It is the
responsibility of the CONTRACTOR to make the necessary estimated tax payments throughout
the year,if any,and the CONTRACTOR is solely liable for any tax obligation arising from the
CONTRACTOR's performance of this CONTRACT.The CONTRACTOR hereby agrees to
indemnify COUNTY against any demand to pay taxes arising from the CONTRACTOR's failure
to pay taxes on compensation earned pursuant to this CONTRACT.
COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as
required by law. The CONTRACTOR must pay all other taxes, including, but not limited to,
Business and Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or
personal property to which COUNTY does not hold title. COUNTY is exempt from Federal
Excise Tax.
No Guarantee of Employment:
The performance of all or part of this CONTRACT by the CONTRACTOR shall not operate to
vest any employment rights whatsoever and shall not be deemed to guarantee any employment
of CONTRACTOR or any employee of CONTRACTOR or any sub-contractor or any employee
of any sub-contractor by COUNTY at the present time or in the future.
Accounting and Payment for CONTRACTOR Services:
Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set
forth in "Exhibit B Compensation." Where Exhibit "B" requires payments by the COUNTY,
payment shall be based upon written claims supported, unless otherwise provided in Exhibit"B,"
by documentation of units of work actually performed and amounts earned, including, where
appropriate, the actual number of days worked each month, total number of hours for the
month, and the total dollar payment requested, so as to comply with municipal auditing
requirements. Acceptable invoices will be processed within 30 days of receipt.
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Unless specifically stated in Exhibit"B" or approved in writing in advance by the official
executing this CONTRACT for COUNTY or his or her designee(hereinafter referred to as the
"Administrative Officer"). COUNTY will not reimburse the CONTRACTOR for any costs or
expenses incurred by the CONTRACTOR in the performance of this CONTRACT. Where
required, COUNTY shall, upon receipt of appropriate documentation, compensate the
CONTRACTOR, no more often than monthly, in accordance with COUNTY's customary
procedures, pursuant to the fee schedule set forth in Exhibit"B,"
Withholding Payment:
In the event the CONTRACTOR has failed to perform any obligation under this CONTRACT
within the times set forth in this CONTRACT, then COUNTY may, upon written notice, withhold
from amounts otherwise due and payable to CONTRACTOR, without penalty, until such failure
to perform is cured or otherwise adjudicated. Withholding under this clause shall not be
deemed a breach entitling CONTRACTOR to termination or damages, provided that 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 ten (10) days after it determines to withhold amounts
otherwise due. A determination of the Administrative Officer set forth in a 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.
COUNTY may act in accordance with any determination of the Administrative Officer 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 or 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 COUNTY under this clause.
Labor Standards:
CONTRACTOR 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,as determined by regulations promulgated
by the Federal Secretary of Labor and/or the State of Washington.
Assignment and Subcontracting:
The performance of all activities contemplated by this CONTRACT shall be accomplished by
CONTRACTOR. No portion of this CONTRACT may be assigned or subcontracted to any other
individual,firm or entity without the express and prior written approval of COUNTY.
Conflict of Interest:
If at any time prior to commencement of,or during the term of this CONTRACT,CONTRACTOR
or any of its employees involved in the performance of this CONTRACT shall have or develop an
interest in the subject matter of this CONTRACT that is potentially in conflict with the COUNTY's
interest,then CONTRACTOR shall immediately notify COUNTY of the same.The notification of
COUNTY shall be made with sufficient specificity to enable COUNTY to make an
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informed judgment as to whether or not COUNTY's interest may be compromised in any
manner by the existence of the conflict, actual or potential. Thereafter, COUNTY may require
CONTRACTOR to take reasonable steps to remove the conflict of interest. COUNTY may also
terminate this CONTRACT according to the provisions herein for termination.
Non-Discrimination in Employment:
COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of
employment for all qualified applicants and employees without regard to race, color, creed,
religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status.
CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or
applicant for employment on the grounds of race, color, creed, religion, national origin, sex,
sexual orientation, age, marital status, disability, or veteran status, except where such
constitutes a bona fide occupational qualification.
Furthermore, in those cases in which CONTRACTOR is governed by such laws,
CONTRACTOR shall take affirmative action to insure that applicants are employed, and treated
during employment, without regard to their race, color, creed, religion, national origin, sex, age,
marital status, sexual orientation, disability, or veteran status, except where such constitutes a
bona fide occupational qualification. Such action shall include, but not be limited to: advertising,
hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits,
selection for training including apprenticeship, and participation in recreational and educational
activities. In all solicitations or advertisements for employees placed by them or on their behalf,
CONTRACTOR shall state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex or national origin.
The foregoing provisions shall also be binding upon any sub-contractor, provided that the
foregoing provision shall not apply to contracts or sub-contractors for standard commercial
supplies or raw materials, or to sole proprietorships with no employees.
Non-Discrimination in Client Services:
CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national
origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an
individual or business any service or benefits under this CONTRACT; or subject an individual or
business to segregation or separate treatment in any manner related to his/her/its receipt any
service or services or other benefits provided under this CONTRACT; or deny an individual or
business an opportunity to participate in any program provided by this CONTRACT.
Waiver of Noncompetition:
CONTRACTOR irrevocably waives any existing rights which it may have, by contract or
otherwise, to require another person or corporation to refrain from submitting a proposal to or
performing work or providing supplies to COUNTY, and CONTRACTOR further promises that it
will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain
from submitting a bid or proposal to or from performing work or providing supplies to COUNTY.
Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary
Exclusion - Lower Tier Covered Transactions:
CONTRACTOR further certifies, by executing this CONTRACT, that neither it nor its principles
is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or Agency.
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CONTRACTOR also agrees that it shall not knowingly enter into any lower tier covered
transactions (a transaction between CONTRACTOR and any other person) with a person who is
proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from
participation in this covered transaction, and CONTRACTOR agrees to include this clause titled
"Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transaction"without modification, in all lower tier covered transactions and
in all solicitations for lower tier transactions.
The "General Service Administration List of Parties Excluded from Federal Procurement or Non-
procurement Programs" is available to research this information at http://epls.arnet.gov/.
Ownership of Items Produced:
All writings, programs, data, public records or other materials prepared by CONTRACTOR
and/or its consultants or sub-contractors,in connection with performance of this CONTRACT,
shall be the property of COUNTY.
When CONTRACTOR creates any copyrightable materials or invents any patentable property,
CONTRACTOR may copyright or patent the same, but COUNTY retains a royalty-free,
nonexclusive and irrevocable license to reproduce, publish, recover, or otherwise use the
materials or property and to authorize other governments to use the same for state or local
governmental purposes. CONTRACTOR further agrees to make research, notes, and other
work products produced in the performance of this CONTRACT available to COUNTY upon
request.
Work Product:
CONTRACTOR will provide COUNTY with all work product including but not limited to: plans,
data, maps, as-builds, reports, prior to the release of the final payment for services.
Patent/Copyright Infringement:
CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand
brought against COUNTY, to the extent such action is based on the claim that information
supplied by the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay
those costs and damages attributable to any such claims that are finally awarded against
COUNTY in any action. Such defense and payments are conditioned upon the following:
A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim.
B. CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for
COUNTY the right to continue using the information, in the event such claim of infringement, is
made, provided no reduction in performance or loss results to COUNTY.
Confidentiality:
CONTRACTOR, its employees, sub-contractors, and their employees shall maintain the
confidentiality of all information provided by COUNTY or acquired by CONTRACTOR in
performance of this CONTRACT, except upon the prior written consent of COUNTY or an order
entered by a court after having acquired jurisdiction over COUNTY. CONTRACTOR shall
immediately give to COUNTY notice of any judicial proceeding seeking disclosure of such
information. CONTRACTOR shall indemnify and hold harmless COUNTY, its officials, agents
or employees from all loss or expense, including, but not limited to, settlements, judgments,
setoffs, attorneys'fees and costs resulting from CONTRACTOR's breach of this provision.
Right to Review:
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This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or
its designee shall have the right to review and monitor the financial and service components of
this program by whatever means are deemed expedient by the Administrative Officer or by
COUNTY's Auditor's Office. Such review may occur with or without notice and may include, but
is not limited to, on-site inspection by COUNTY agents or employees, inspection of all records
or other materials which COUNTY deems pertinent to the CONTRACT and its performance, and
any and all communications with or evaluations by service recipients under this CONTRACT.
CONTRACTOR shall preserve and maintain all financial records and records relating to the
performance of work under this CONTRACT for six (6) years after CONTRACT termination, and
shall make them available for such review, within Mason County, State of Washington, upon
request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any
inspections, audits, or program review by any individual, agency, or governmental unit whose
purpose is to review the services provided within the terms of this CONTRACT. If no advance
notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative
Officer as soon as it is practical.
Insurance Requirements:
At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements
detailed in "Exhibit D Insurance Requirements."
Insurance as a Condition of Payment:
Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the
CONTRACTOR's strict compliance with all insurance requirements under this CONTRACT.
Payment to CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt
of evidence of full compliance, payments not otherwise subject to withholding or set-off will be
released to CONTRACTOR.
Proof of Insurance:
A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to
COUNTY within five(5)days of CONTRACT execution.
CONTRACTOR Commitments, Warranties and Representations:
Any written commitment received from CONTRACTOR concerning this CONTRACT shall be
binding upon CONTRACTOR,unless otherwise specifically provided herein with reference to this
paragraph.Failure of CONTRACTOR to fulfill such a commitment shall render CONTRACTOR
liable for damages to COUNTY.A commitment includes,but is not limited to,any representation
made prior to execution of this CONTRACT,whether or not incorporated elsewhere herein by
reference,as to performance of services or equipment,prices or options for future acquisition to
remain in effect for a fixed period,or warranties.
Defense and Indemnity Contract:
FOR PUBLIC WORKS,ARCHITECTURAL orENGINEERING SERVICES
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To the fullest extent permitted by law, CONTRACTOR agrees to indemnify, defend and hold
COUNTY and its departments, elected and appointed officials, employees, agents and
volunteers, harmless from and against any and all claims, damages, losses and expenses,
including but not limited to court costs, reasonable attorney's fees and alternative dispute
resolution costs, for any personal injury,for any bodily injury, sickness, disease or death and for
any damage to or destruction of any property(including the loss of use resulting therefrom)which
1)are caused in whole or in part by any act or omission, negligent of CONTRACTOR, its
employees, agents or volunteers or CONTRACTOR's subcontractors and their employees,
agents or volunteers;or 2)are directly or indirectly arising out of, resulting from, or in connection
with performance of this CONTRACT;or 3)are based upon CONTRACTOR's or its
subcontractors' use of, presence upon or proximity to the property of COUNTY for the value of the
CONTRACT or$1,000,000, whichever is less. This indemnification obligation of the Provider shall
not apply in the limited circumstance where the claim, damage, loss or expense is caused by the
sole negligence of COUNTY. In the event of the concurrent negligence of CONTRACTOR, its
subcontractors, employees or agents, and COUNTY, its employees or agents, this
indemnification obligation of CONTRACTOR shall be valid and enforceable only to the extent of
the negligence of CONTRACTOR, its subcontractors,employees and agents.This indemnification
obligation of CONTRACTOR shall not be limited in any way by the Washington State Industrial
Insurance Act, RCW Title 51, or by application of any other workmen's compensation act,
disability benefit act or other employee benefit act,and CONTRACTOR hereby expressly waives
any immunity afforded by such acts. The foregoing indemnification obligations of CONTRACTOR
are a material inducement to COUNTY to enter into this CONTRACT,are reflected in
CONTRACTOR's compensation, and have been mutually negotiated by the parties.
E-Verify:
The E-Verify contractor program for Mason County applies to contracts of$100,000 or more and
subcontracts for$25,000 or more if the primary contract is for$100,000 or more. CONTRACTOR
represents and warrants that it will,for at least the duration of this CONTRACT, register and
participate in the status verification system for all newly hired employees.The term "employee"as
used herein means any person that is hired to perform work for Mason County.As used herein,
"status verification system"means the Illegal Immigration Reform and Immigration Responsibility
Act of 1996 that is operated by the United States Department of Homeland Security,also known
as the E-Verify Program, or any other successor electronic verification system replacing the
E-Verify Program. CONTRACTOR agrees to maintain records of such compliance and, upon
request of the COUNTY, to provide a copy of each such verification to the COUNTY.
CONTRACTOR further represents and warrants that any person assigned to perform services
hereunder meets the employment eligibility requirements of all immigration laws of the State of
Washington. CONTRACTOR understands and agrees that any breach of these warranties may
subject CONTRACTOR to the following:(a)termination of this CONTRACT and ineligibility for any
Mason County Contract for up to three(3)years, with notice of such cancellation/termination being
made public.In the event of such
termination/cancellation, CONTRACTOR would also be liable for any additional costs incurred by
the COUNTY due to contract cancellation or loss of license or permit."CONTRACTOR will review
and enroll in the E-Verify program through this website:www.usci's.gov
Minimum Federal Provisions:
As all or part of the services being provided are funded with Federal dollars CONTRACTOR
agrees to adhere to the requirements set forth in"Exhibit D Minimum Federal Provisions."
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Compliance with Applicable Laws, Rules and Regulations:
This CONTRACT shall be subject to all laws, rules, and regulations of the United States of
America, the State of Washington, political subdivisions of the State of Washington and Mason
County. CONTRACTOR also agrees to comply with applicable Federal, State, County or
municipal standards for licensing, certification and operation of facilities and programs, and
accreditation and licensing of individuals.
Administration of Contract:
COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County's
Administrator and his or her designee, as COUNTY's representative, hereinafter referred to as
the Administrative Officer, for the purposes of administering the provisions of this CONTRACT,
including COUNTY's right to receive and act on all reports and documents, and any auditing
performed by the COUNTY related to this CONTRACT.
The Administrative Officer for purposes of this CONTRACT is:
Mark Neary, County Administrator
411 North 5th Street, Shelton, WA 98584
360-427-9670 ext. 530
mneary@masoncountywa.gov
CONTRACTOR's Primary Contact's Information:
Jim Wolch
jwolch(cDbcradesign.com
2106 Pacific Ave#300
Tacoma, WA 98402
(253) 320-0119
Notice:
Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT
except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative
Officer under this CONTRACT. Notices and other communication may be conducted via
e-mail, U.S. mail, fax, hand-delivery or other generally accepted manner including
delivery services.
Modifications:
Either party may request changes in the CONTRACT. Any and all agreed modifications, to be
valid and binding upon either party, shall be in writing and signed by both of the parties.
Termination for Default:
If CONTRACTOR defaults by failing to perform any of the obligations of the CONTRACT or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or
makes an assignment for the benefit of creditors, COUNTY may, by depositing written notice to
CONTRACTOR in the U.S, mail, terminate the CONTRACT, and at COUNTY's option, obtain
performance of the work elsewhere. If the CONTRACT is terminated for default,
CONTRACTOR shall not be entitled to receive any further payments under the CONTRACT
until all work called for has been fully performed. Any extra cost or damage to COUNTY
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resulting from such default(s) shall be deducted from any money due or coming due to
CONTRACTOR. CONTRACTOR shall bear any extra expenses incurred by COUNTY in
completing the work, including all increased costs for completing the work, and all damage
sustained, or which may be sustained by 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 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.
Termination for Public Convenience:
COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in
its sole discretion, that such termination is in the interests of COUNTY. Whenever the
CONTRACT is terminated in accordance with this paragraph, CONTRACTOR shall be entitled
to payment for actual work performed in compliance with Exhibit A Scope-of-Services and
Exhibit B Compensation. An equitable adjustment in the CONTRACT 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 CONTRACT by
COUNTY at any time during the term, whether for default or convenience, shall not constitute
breach of CONTRACT by COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its
sole discretion, that such termination is necessary due to a decrease in available project funding
including State and/or Federal grants. Whenever the CONTRACT is terminated in accordance
with this paragraph, the CONTRACTOR shall be entitled to payment for actual work performed
in compliance with Exhibit A Scope-of-Services and Exhibit B Compensation.
Disputes:
1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the
CONTRACT shall be brought to the attention of COUNTY at the earliest possible time in order
that such matters may be settled or other appropriate action promptly taken. For objections that
are not made in the manner specified and within the time limits stated, the records, orders,
rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive.
2. 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 Administrative Officer of
COUNTY, or (2) the happening of any event or occurrence, unless the CONTRACTOR has
given COUNTY a written Notice of Potential Claim within ten (10) days of the commencement of
the act, failure, or event giving rise to the claim, and before final payment by 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 material used, and all costs and
additional time claimed to be additional.
3. The CONTRACTOR shall not be entitled to claim any such additional compensation, or
extension of time, unless within thirty (30) days of the accomplishment of the portion of the work
from which the claim arose, and before final payment by COUNTY, the CONTRACTOR has
given COUNTY a detailed written statement of each element of cost or other compensation
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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.
Arbitration:
Other than claims for injunctive relief brought by a party hereto (which may be brought either in
i court or pursuant to this arbitration provision), and consistent with the provisions hereinabove,
any claim, dispute or controversy between the parties under, arising out of, or related to this
CONTRACT or otherwise, including issues of specific performance, shall be determined by
arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA)
rules in effect on the date hereof, as modified by this CONTRACT. There shall be one arbitrator
selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or
any other group having similar credentials. Any issue about whether a claim is covered by this
CONTRACT shall be determined by the arbitrator, The arbitrator shall apply substantive law
and may award injunctive relief, equitable relief(including specific performance), or any other
remedy available from a judge, including expenses, costs and attorney fees to the prevailing
party and pre-award interest, but shall not have the power to award punitive damages. The
decision of the arbitrator shall be final and binding and an order confirming the award or
judgment upon the award may be entered in any court having jurisdiction. The parties agree
that the decision of the arbitrator shall be the sole and exclusive remedy between them
regarding any dispute presented or pled before the arbitrator. At the request of either party
made not later than forty-five (45) days after the arbitration demand, the parties agree to submit
the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided,
that either party may decline to mediate and proceed with arbitration.
Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought
within six (6) years after the initial occurrence giving rise to the claim, dispute or issue for which
arbitration is commenced, regardless of the date of discovery or whether the claim, dispute or
issue was continuing in nature. Claims, disputes or issues arising more than six (6) years prior
to a written request or demand for arbitration issued under this CONTRACT are not subject to
arbitration.
Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of any
of the terms of this CONTRACT, the venue of such action of litigation shall be in the courts of
the State of Washington and Mason County. Unless otherwise specified herein, this
CONTRACT shall be governed by the laws of the State of Washington.
Severability:
If any term or condition of this CONTRACT 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 CONTRACT are declared severable.
Waiver:
Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior
or subsequent breach. No term or condition of this CONTRACT shall be held to be waived,
modified or deleted except by an instrument, in writing, signed by the parties hereto. The failure
of COUNTY to insist upon strict performance of any of the covenants of this CONTRACT, or to
exercise any option herein conferred in any one or more instances, shall not be construed to be
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a waiver or relinquishment of any such, or any other covenants or contracts, but the same shall
be and remain in full force and effect.
Order of Precedence:
A. Applicable federal, state and county statutes, regulations, policies, procedures, federal Office
of Management and Budget (OMB) circulars and federal and state executive orders.
B. Funding source agreement(s) including attachments
C. Exhibit D Insurance Requirements
D. Special Conditions
E. General Conditions
F. Exhibits A, B and C
Entire Contract:
This written CONTRACT, comprised of the writings signed or otherwise identified and attached
hereto, represents the entire CONTRACT between the parties and supersedes any prior oral
statements, discussions or understandings between the parties
IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as
of the date and year last written below.
BCRA, Inc. BOARD OF COUNTY COMMISSIONERS
MASON COUNTY, WASHINGTON
C
& Wa4 14 -- -
Wolch, Principal Raficly Neath n, Chair
Dated: _ _ Dated: ?)-\1.2-W -
APPROVED AS TO FORM:
TIni White e ' PA
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�) bcra bcradesign.com
2106 P.ndfic Avenue,Sul[a 300
Tacoma,VA 98402
EXHIBIT A
SCOPE OF SERVICES
Phase 00—Project Management
Task A1—Architecture(BCRA)
1. Overall project management, including managing scope,schedule, and budget.
2. Prepare project management plan.
3. Manage communication with County.
4. Manage internal project team and subconsultants.
5. Prepare preliminary project schedule and update monthly as needed.
6. Prepare monthly progress reports and invoices.
Meetings:
• Bi-weekly call to discuss status updates(up to thirty(30)minutes each).
Assumptions:
• Duration for this phase is eight(8)months.
Deliverables:
• Project schedule(preliminary and monthly updates).
• Project management plan.
• Progress reports.
• Invoices.
Phase 01—Visioning
Task Al—Architecture (BCRA,Treanor HL, Falcon]
Initial Visioning Process scope to get the project underway.This phase establishes the mission and vision for the
project and develops the goals and deliverables required for the Mason County Justice Center Masterplan.The
tasks include the following:
1. Kick-Off meeting.
2. Document review,
a. Review existing drawings and information from each facility.
b. Format facility documentation for Phase 02 effort.
c. Review Mason County population profile and projections information.
3. Visioning Workshop to establish project background,goals, and vision for facilities and site.
4. User Group Workshop to confirm Goals/Objectives/Deliverables.
5. Prepare Project Goals Narrative.
Meetings:
• One(1)Kick-Off meeting of up to one(1)hour.
• One(1) Visioning Workshop of up to two(2)hours, at the County's office.
• One(1) User Group Workshop of up to three(3)hours, at the County's office.
Assumptions:
• Duration for this phase is two(2)months.
• County will provide Record Drawings in PDFformot.
• County will provide previous study work, including jail population averages by month for the
previous ten(10)years, and breakdown of classification within current jail population.
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• County will provide demographics for mental health and substance use disorder program.
Deliverables:
• Meeting agendas and notes.
• Project Goals Narrative(draft and final)
Phase 02—Site Investigation/Site and Facility Analysis
Task Al—Architecture(BCRA,Treanor HL, Falcon)
This phase includes the development of the Facility Evaluation Checklist and the site/facility tours.The tasks
include the following:
1. Facility Evaluation Checklist.
a. Develop criteria for site and facility assessment investigation.
b. Distribute to engineering consultant team.
c. Meet with Engineering Consultant Team to review level of evaluation to conduct site and facility
assessment investigation.
2. Develop questionnaire.
3. Site and Facility Assessment Investigation.
a. Meet with facility staff.
b. Review and assess site and facility conditions.
c. Document findings on Facility Evaluation Checklist.
d. Coordinate all findings into site visit report summaries.
4. Prepare code and zoning analysis.
5. Meet with AHJ to discuss code and zoning analysis.
Task C1—Civil Engineering(BCRA)
This phase includes review of site documentation and site tours.Activities during this phase include:
1. Visit sites to review existing conditions.
2. Review geotechnica) and environmental reports and GIS data.
3. Prepare brief summary of stormwater and utility information for inclusion in site visit report summaries.
Task XG1—Geotechnical (Sage)
This phase includes limited geotechnica) and environmental investigation, including the following:
1. Review readily available geotechnical and environmental data for the sites and the surrounding areas.
2. Review readily available geologic hazard maps and identify potential critical areas.
3. Subcontract LightBox EDR to produce an environmental data package, including historical aerial
photographs of the sites.Sage will review the photographs and identify potential sources of
contamination based on previous site activities.
4. Complete a visual reconnaissance of the sites and identify evidence of potential contamination or geologic
hazards,
5. Discuss feasible foundation types for the proposed justice center.
6. Discuss seismic hazards at the sites, including the potential for liquefaction-induced settlement, lateral
spreading displacement, and surface fault rupture.
7. Summarize potential sources of contamination at the sites and recommend next steps.
8. Prepare a technical memorandum summarizing the results of the desktop study.
Task XS1—Structural Engineering(PCS)
This includes the review and evaluation of the existing facilities to include the following:
Mason County Community Justice Center
BCRA Project No.23150
February 5,2024 Page 13
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2106 Pacific Avonue,Sul[e 300
Tacoma,WA 98402
1. Review of existing drawings provided by Mason County(either digitally or access to them for
scanning/photographing).
2. Seismic evaluation based on the ASCE 41-17 Tier 1 checklist procedure.
Meetings:
• Site visit to existing facility/site and up to two(2)other sites.
• One(1)meeting with AHJ of up to one(1)hour.
• One (1)meeting to review findings of up to two(2)hours.
Assumptions:
• Duration for this phase is two(2)months.
• Facility and site investigation will occur on the some day, up to eight(8)hours.
• Phase 1 environmental site assessments will not be required.
• Geotechnical and/or environmental explorations will not be required.
• Preparation of a critical areas report will not be required.
• Sites will be located within the City of Shelton and will be able to connect to public water and
sewer systems.
Deliverables:
• Meeting agendas and notes.
• Facility Evaluation Checklist.
• Questionnaire.
• Site Visit Report Summaries.
• Code and zoning analysis.
• Geotechnical and environmental findings.
• Structural Evaluation Study Report.
Phase 03—Facility Recommendations and Concept Development
Task Al—Architecture(BCRA,Treanor HL, Falcon)
This phase will analyze the goals established in Phase 01 and the existing conditions in Phase 02 to define
high-priority site, building,and systems needs to align with County's goals and objectives. Internal discussion
and review with Mason County will refine the recommendations. A cost model and phased approach will be
developed to align with a capital budget that will work for Mason County.
This phase will develop concept diagrams, a cost model for the recommendations,and a phased schedule for
implementation.
1. Develop Initial Options and Recommendations.
a. Develop potential options for specific facilities and/or system-wide recommendations.
b. Develop program square foot matrix,
c. Refine options based on overall project goals and vision.
d. Develop diagrams to illustrate options.
e. Develop preliminary site plan for each site.
f. Prepare initial cost model to develop order-of-magnitude costs for recommendations.
2. Review Initial Options and Recommendations with project Stakeholders.
a. Prepare presentation of initial options to project Stakeholders.
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BCRA Project No.23150
February 5,2024 Page 14
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2106 Pacific Avnnue,SuIre 300
Tacoma,WA 98402
b. Review with Stakeholders to solicit feedback, strategize priorities and develop consensus around a
preferred approach.
3. Refine recommendations based on feedback.
a. Update recommendations based on feedback.
b. Review feedback as a team in a design workshop to finalize preferred approach.
c. Finalize cost model for preferred approach.
d. Develop a phased approach based on priorities.
4. Conduct LEED version 5 workshop to identify pathway to LEED Gold.
Task C1—Civil Engineering(BCRA)
This phase Includes development of stormwater and utility concepts. Activities during this phase include:
1. Coordination with architects on preliminary site layouts for each site.
2. Develop high-level stormwater management concepts for each site to inform cost model,
3. Develop conceptual sewer and water system layouts for each site to inform cost model.
4. Review site portions of cost estimates.
5. Participate in up to two(2) workshops to provide input on stormwater and utility options.
Task XFS1—Food Services(Clevenger)
This phase includes master planning and programming services related to food services required to serve the
facility. This effort includes the following:
1. Attend team meetings.
2. Review the overall program.
3. Confirm design criteria.
4. Develop space programs for food services.
5. Develop bubble diagrams for adjacencies,
Meetings:
• Two(2)options and recommendations workshops of up to two(2)hours each.
• Two(2)design workshops of up to two(2)hours each.
• One(1)LEED workshop of up to two(2)hours.
Assumptions:
• Duration for this phase is two(2)months.
Deliverables:
• Meeting agendas and notes.
• Initial Options& Recommendations PDF of presentation.
• Preliminary LEED scorecard.
Phase 04—Staffing and Funding
Task XSF1—Staffing and Funding(Equity Is)
This phase includes staffing and funding recommendations related to behavioral health and substance use
disorder services, including the following:
1. Perform an environmental scan of best and promising practices in collaboration between the justice
system and behavioral health/SLID services.
2. Prepare a needs assessment of mental health and SUD services.
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3. Data analysis of current services and potential for expansion.
4. Develop workforce analysis to include staffing plan and potential future impact of workforce availability.
5. Prepare operating funding recommendations.
6. Develop 5-year projected operating budget framework.
Meetings:
• See meetings for other phases.
Assumptions:
• County will provide facility licensure and program parameters.
• County will provide an introduction to relevant community partners if required.
• County will provide dependencies and requested information a minimum of three(3)weeks prior to
deliverable due dates.
Deliverables:
• Environmental scan.
• Needs assessment.
• Data analysis,
• Workforce analysis.
• Operating funding.
• Operating budget framework
Phase 05—Cost Estimating
Task XCE1—Cost Estimating(RC Cost Group)
1. Prepare cost estimates for alternatives.
2. Prepare cost estimate for final pre-design study.
Meetings:
• None anticipated.
Assumptions:
• Duration for this phase is one(1)month.
Deliverables:
• Cost estimates for up to three(3)alternatives.
• Cost estimate for final pre-design study.
Phase 06—Pre-Design Study
Task A1—Architecture(BCRA,Treanor HL, Falcon)
This phase will be the development of the Pre-Design Study and a presentation of final recommendations to
the Stakeholders and Mason County Commission.The Pre-Design Study synthesizes the information from the
preceding phases into a high-Level Executive Summary defining project goals, existing facility assessments,
and recommendations for implementation in the upcoming capital budget.The consultant will utilize
diagrams,charts,and schedules to effectively illustrate the recommended options.The Facility Assessment
Evaluation Checklist from Phase 02 and Initial Options& Recommendations from Phase 03 will be included in
the study to support the Pre-Design Study narrative.
1. Assemble Draft Pre-Design Study.
a. Collect all documentation for the final report from consultants.
b. Finalize diagrams, charts, and schedules to document the recommendations.
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BCRA Project No.23150
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c. Prepare the narratives to explain the rationale, process,and final recommendations.
2. Present Draft Pre-Design Study.
3. Finalize and deliver Final Pre-Design Study.
4. Present Final Pre-Design Study,
Task C1—Civil Engineering(BCRA)
This phase includes supporting development of the Pre-Design Study. Activities during this phase include:
1. Prepare draft narratives for stormwater and utility work.
2. Finalize narratives based on comments received on Draft Pre-Design Study.
Meetings:
• Two(2)presentations of up to two(2) hours, one(1)at the County's Offices.
Assumptions:
• Duration for this phase is one(1)month.
Deliverables:
• Meeting agendas and notes.
• Draft and Final Pre-Design Study.
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BCRA Project No.23150
February 5,2024 Page 17
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2106 Pacific Avenue,SUIZ9 300
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Phase 80—Contingent Additional Services—Tier 2 Structural Analysis
Task XS1—Structural
The following services will be provided only upon County approval of an additional service request. Anticipated
tasks include:
1. ASCE 41-17 Tier 2 analysis of the existing structure.
Meetings:
• None anticipated.
Assumptions:
• None.
Deliverables:
• Tier 2 structural analysis.
Phase 81—Contingent Additional Services—Model Existing Facilities
Task A1—Architecture(BCRA)
The following services will be provided only upon County approval of an additional service request.
Anticipated tasks include:
1. Preparation of an architectural Revit model to be used for future project phases.
Task XS1—Structural PCS
The following services will be provided only upon County approval of an additional service request.
Anticipated tasks include:
1. Preparation of a structural Revit model to be used for future project phases.
Meetings:
• None anticipated.
Assumptions:
• Drawings provided by the County will be sufficient for modeling the existing facility.
• Modeling will be limited to the jail portion of the facility.
Deliverables:
• Revit model.
Mason County Community Justice Center
BCRA Project No.23150
February 5,2024 Page 18
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Mason County CJC EXHIBIT B
Project Fees
Justice Planning Justice Ops and Behavioral Health
Scope of Serulces Architecture Civil Engineering (TreanorHl) Funding(Falcon) Ops and Funding Total
(Eauity Is)
00 Project Management $ 43,100 $ $ $ $ $ 43,100
01 Visioning $ 16,900 5 $ 35,296 $ $ $ 52,196
02 Site Investigation/Site and Facility Analysts $ 21,600 $ 6,500 $ 64,298 $ $ $ 92,398
03 Facility Recommendations and Concept Development $ 8S,100 $ 16,000 $ 74,991 $ $ $ 176,091
04 Staffing and Funding $ $ $ $ 50,000 (H) $ 72,875 $ 122,875
05 Cost Estimating $ $ $ $ $ - $
06 Pre-Design Study 5 18,100 $ fi,300 $ 28,365 $ 52,765
990 Reimbursable Expenses $ 1,849 $ $ $ $ 750 $ 2,598
A.Project Fee Subtotal $ 186,648 $ 28,800 $ 202,950 $ 50,000 $ 73,625 $ S42,023
80 Contingent Addl Svcs-Tier 2 Structural Analysts $ $ $ - $ $ - $
81 Contingent Addl Svcs-Model Existing Facilities $ 19,800 $ $ $ $ $ 18,800
B.Contingent Addl Svcs Subtotal $ 18,800 $ $ $ - $ $ 18,800
Scope of Services MEP(Hargis) Structural(PCS) Geotechnical Cost Estimating Food Services Total
(Sage) (RC Cost Group) (Clevenger)
00 Project Management $ - $ $ $ $ $
01 Visioning $ 7,942 $ $ $ $ $ 7,942
02 Site Investigation/Slte and Facillty Analysis $ 10,659 $ 34,100 $ 11,000 (H) $ $ $ 55,759
03 Facility Recommendations and Concept Development $ 39,083 $ $ $ $ 3,190 $ 42,273
04 Staffing and FundinR $ $_ $ _ $ $ $
05 Cost Estimating $ - $ $ $ 42,845 $ $ 42,84S
06 Pre•0eslgn Study $ 15,048 $ $ $ - $ $ 15,048
990 Reimbursable Expenses $ 1,000 $ - $ $ $ - $ 1,000
C.Project Fee Subtotall$ 73,732 1$ 34,100 1$ 11,000 $ 42,845 1$ 3,190 1 $ 164,867
Project Fee(A+C) $ 706,890
80 Contingent Addl Svcs-Tier 2 Structural Analysis $ $ 25,300 $ $ $ $ 25,300
81 Contingent Addl Svcs-Model Existing Facllltles $ $ 27,500 $ $ $ $ 27,500
D.Contingent Addl Svcs Subtotall$ $ 52,800 $ $ $ $ 52,800
PROJECT TOTAL(A+B+C+D) $ 778,490
Page 19
UUM C
Mason County-Community Justice Center ... Mon 1/1SR24
Preliminary Schedule
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5 Data and Information 1S days Tue 1/16/24 Mon 2/29/24
6 Request 0 days Tue 1/16/24 Tue 1/16/24 1 11/16
7 Gathrring 1 wts Tue 1/16/24 Mon 1129/24 6
a Review 1_k Tie 1n0/24 7
9 Wortshops(Vubning and User Group) 2 Wks, Tue 2/6/24 tAon 2119/24 8 l..r
F 16 Project Gals 15 days Tue 2/20/24 Mon 3/11/24
It Prepare Narrative 1 wk Tue 2/20/24 1Jon 2/26124 9
12 Review Narradve 2 wW Tue 2127/24 Mon 3/11124 11
14 ,$11.V,ut Coord—tum and S<hedul ng lwks fue 3/31/24 Mon 3/)S/24 12 t.
15 Nepate Fatd'ty Cvaluatwn Cheekkn }wks Tue 3/12/14 Mon 1/25114 17 :-
16 Sir/FaolitV ln.etl.gJtiun and Interurwt 1 wk Tue 3/26/24 M1 411124 14.15 ..
17 Site Visit Report Summaries 4 Wks No 4/2/24 Mon 4/29124 16 _
1e Review With Stakeholders i wk TT�uu.41.101/'P2�4 �boon 5j/T5�/24 11
19 _.
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20 Initial Options and Recummendatlam 35 days Tue 517124 Tue 6/2S/27 —1
21 Dev.lop Concepts 4 wks T..$11/24 Tue 614114 18 -
22 Re-..w.Tn Stakeholder lwk Wed 615/24 Tue 6/11f24 71 T.-.
23 Aehne Recnmmend.t o 2wks V1e66/12/14 Tuc 6/15f24 22
24 LEED Workshop 2wks Wed 6/12124 1-6/2S/24 22
25 1--1
26 Wort forte Ana lysls 4uks Tue S/7124 Tue 6/4/24 18 .�.Y
27 Operating Funding and B,dget Framework .'k: fue 511124 Tue 6/4124 18 IZ-_ _.ntr
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29 r Prepare Initial Cost Model 3,wks Wed 61S/24 Tue 6/25/24 21
30 Finali.e Cost Model i wk Wed 6/26/24 tun 7/2/24 23
31
-12 ,.Assemble Wait P"Design Study 2aWks Wed/13/24 vied 7/1704 19,25,28
33 Present Draft Pre-Design Study 1 wk Thu 1110124 W,nl 7/24/24 32 T.
.� Firuli.e Pre-Design Study 1 wk Thu 7/25124 Wed 7/31/24 33 �.
j 35 Present P.e Dengn Avdy 0daya Wed 7/1 W24 W.d 7/31/24 34 i7n1
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P.ge 70
EXHIBIT D
INSURANCE REQUIREMENTS
A. MINIMUM Insurance Requirements:
1. Commercial General Liability Insurance using Insurance Services Office "Commercial
General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact
equivalent. Coverage for an additional insured shall not be limited to its vicarious liability.
Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per
occurrence for all covered losses and no less than $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage, including without limitation, blanket contractual
liability.
2. Workers' Compensation on a state-approved policy form providing statutory benefits as
required by law with employer's liability limits for CONTRACTOR's, with two (2) or more
employees and/or volunteers, no less than $1,000,000 per accident for all covered losses.
3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned,
non-owned and hired autos, or the exact equivalent. Limits shall be no less than $1,000,000 per
accident, combined single limit. If CONTRACTOR owns no vehicles, this requirement may be
satisfied by a non-owned auto endorsement to the general liability policy described above. If
CONTRACTOR or CONTRACTOR's employees will use personal autos in any way on this
project, CONTRACTOR shall obtain evidence of personal auto liability coverage for each such
person.
4. Professional liability (errors & omissions) insurance. CONTRACTOR shall maintain
professional liability insurance that covers the services to be performed in connection with this
CONTRACT, in the minimum amount of$1,000,000 per claim and in the aggregate. Any policy
inception date, continuity date, or retroactive date must be before the effective date of this
CONTRACT and Consultant agrees to maintain continuous coverage through a period no less
than three years after completion of the services required by this CONTRACT.
5. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall
provide coverage at least as broad as specified for the underlying coverages. Such policy or
policies shall include as insureds those covered by the underlying policies, including additional
insureds. Coverage shall be "pay on behalf', with defense costs payable in addition to policy
limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one
insured against another. Coverage shall be applicable to COUNTY for injury to employees of
CONTRACTOR, subcontractors or others involved in the Work. The scope of coverage provided
is subject to approval of COUNTY following receipt of proof of insurance as required herein.
B. Certificate of Insurance:
A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to
COUNTY within five (5) days of CONTRACT execution.
C. Basic Stipulations:
1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as
additional insureds COUNTY, its officials, employees and agents, using ISO endorsement CG
20 10 with an edition date prior to 2004. CONTRACTOR also agrees to require all
subcontractors, and anyone else involved in this CONTRACT on behalf of the CONTRACTOR
(hereinafter"indemnifying parties")to comply with these provisions.
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2. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the
applicability of any insurance proceeds, and to require all indemnifying parties to do likewise.
3. All insurance coverage maintained or procured by CONTRACTOR or required of others by
CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation
j condition as to COUNTY, or must specifically allow the named insured to waive subrogation
prior to a loss.
4. All coverage types and limits required are subject to approval, modification and additional
requirements by COUNTY. CONTRACTOR shall not make any reductions in scope or limits of
coverage that may affect COUNTY's protection without COUNTY's prior written consent.
5 CONTRACTOR agrees upon request by COUNTY to provide complete, certified copies of any
policies required within 10 days of such request. COUNTY has the right, but not the duty, to
obtain any insurance it deems necessary to protect its interests. Any premium so paid by
COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted from sums due
CONTRACTOR. Any actual or alleged failure on the part of COUNTY or any other additional
insured under these requirements to obtain proof of insurance required under this CONTRACT
in no way waives any right or remedy of COUNTY or any additional insured, in this or in any
other regard.
6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to
be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a primary
non-contributing basis in relation to any other insurance or self-insurance available to COUNTY.
7. CONTRACTOR agrees not to self-insure or to use any self-insured retentions on any portion
of the insurance required herein and further agrees that it will not allow any indemnifying party
to self- insure its obligations to COUNTY. If CONTRACTOR's existing coverage includes a self-
insured retention, the self-insured retention must be declared to the COUNTY. The COUNTY
may review options with CONTRACTOR, which may include reduction or elimination of the self-
insured retention, substitution of other coverage, or other solutions.
8. CONTRACTOR will renew the required coverage annually as long as COUNTY, or its
employees or agents face an exposure from operations of any type pursuant to this
CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated
for any reason. Termination of this obligation is not effective until COUNTY executes a written
statement to that effect.
9. The limits of insurance as described above shall be considered as minimum requirements.
Should any coverage carried by CONTRACTOR or a subcontractor of any tier maintain
insurance with limits of liability that exceed the required limits or coverage that is broader than
as outlined above, those higher limits and broader coverage shall be deemed to apply for the
benefit of any person or organization included as an additional insured and those limits shall
become the required minimum limits of insurance in all Paragraphs and Sections of this
CONTRACT.
10. None of the policies required herein shall be in compliance with these requirements if they
include any limiting endorsement that has not been first submitted to COUNTY and approved of
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in writing.
11. The requirements in this Exhibit supersede all other sections and provisions of this
CONTRACT to the extent that any other section or provision conflicts with or impairs the
provisions of this Exhibit.
12. Unless otherwise approved by COUNTY, insurance provided pursuant to these
requirements shall be by insurers authorized to do business in Washington and with a minimum
A.M. Best rating of A-:VII.
13. All insurance coverage and limits provided by CONTRACTOR and available or applicable to
this CONTRACT are intended to apply to the full extent of the policies. Nothing contained in this
CONTRACT limits the application of such insurance coverage.
14. CONTRACTOR agrees to provide prompt notice to COUNTY of any notice of cancellation of
any required policy or of any material alteration or non-renewal of any such policy, other than for
non-payment of premium. CONTRACTOR shall assure that this provision also applies to any of
its employees, agents or subcontractors engaged by or on behalf of CONTRACTOR in relation
to this CONTRACT.
15. COUNTY reserves the right at any time during the term of the CONTRACT to change the
amounts and types of insurance required by giving the CONTRACTOR ninety (90) days
advance written notice of such change. If such change results in substantial additional cost to
the CONTRACTOR, the COUNTY and CONTRACTOR may renegotiate CONTRACTOR's
compensation.
16. Requirements of specific coverage features are not intended as limitation on other
requirements or as waiver of any coverage normally provided by any given policy. Specific
reference to a coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be all-inclusive.
17. CONTRACTOR agrees to provide immediate notice to COUNTY of any claim or loss against
CONTRACTOR arising out of the work performed under this CONTRACT. COUNTY assumes
no obligation or liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve COUNTY.
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