HomeMy WebLinkAboutQuixote Communities 1
MASON COUNTY
MC Contract #20-02.2
PROFESSIONAL SERVICES CONTRACT
CONTRACT #QC.2060.2020.1
THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred
to as"COUNTY" and Quixote Communities, hereinafter referred to as"CONTRACTOR."
Contracted Entity Quixote Communities
Address 3350 Mottman Rd SW
City, State, Zip Code Olympia, WA 98512
Phone 360-791-8999
Primary Contact: Name, Title Jaycie Osterberg, Executive Director
Primary Contact: E-mail jaycie.osterberg@quixotevillage.com
Washington State UBI# 602 769 241
Federal EIN 32-0243330
DUNS# 034193489
Total 2060 Funds Awarded $190,000
Total 2163 Funds Awarded none
Total Award/Contract Value $190,000
Performance Period March 1, 2020—May 31, 2021
Contract Expiration Date May 31, 2021
PURPOSE:
The purpose of this contract is to assist the COUNTY in providing and/or maintaining affordable
housing units pursuant to RCW 36.22.178 and the COUNTY'S Affordable Housing Acquisition
and Preservation Program.
COUNTY and CONTRACTOR, as defined above, acknowledge and accept the terms of this
contract and EXHIBITS and have executed this contract on the date below to start as of the
date and year referenced above. The rights and obligations of both parties to this contract are
governed by this contract including Special Conditions, General Terms and Conditions, Exhibits,
and the following other documents incorporated by reference: RFP Application, instructions and
disclosures.
•
RECITALS:
WHEREAS, COUNTY desires to retain a person or firm to provide the following service:
homeless housing, affordable housing and housing services that benefit low-income (less than
50% AMI), homeless and at-risk of homelessness residents residing in Mason County and
detailed in "Exhibit A Scope-of-Work;" and
WHEREAS, CONTRACTOR warrants that it is qualified and competent to render the aforesaid
services and
WHERAS, a tiny home village is non-existent in Mason County and the veteran tiny home
village is supported through the state capital budget and a land lease agreement with the City of
Shelton;
NOW, THEREFORE, for and in consideration of the CONTRACT made, and the payments to be
made by COUNTY, the parties agree to the following:
2
Special Conditions
Funding Source:
Revenue from document recording fees as allowed per 2002 Substitute House Bill (SHB) 2060
(RCW36.22.178).
Funding Distribution:
CONTRACTOR agrees that no advancements of funds will be made, and all payments will
follow the invoice and reimbursement process of MASON COUNTY.
The completion date for the new construction of tiny homes is on or before the contract
expiration date of business May 31, 2021. The CONTRACTOR has within thirty (30) days from
this date to submit all invoices for payment.
CONTRACTOR agrees that all unspent funds during the performance period are forfeited upon
the expiration date of the contract.
CONTRACTOR to provide the documentation and invoices as required and detailed in "Exhibit
C Compensation."
Should CONTRACTOR fail to properly report, ensure permits are obtained and document
allowable expenses COUNTY will require CONTRACTOR to repay unaccounted for funds within
30 days of request from COUNTY.
Should CONTRACTOR fail to submit any reports, including the final report and/or invoices as
detailed in "Exhibit C Compensation" COUNTY reserves the right to disqualify CONTRACTOR
as an eligible contractor for subsequent funding programs.
Required Assurances from Request for Proposal:
Fair Housing and Affirmative Marketing-All housing construction, purchase or rental projects
must comply with the following federal fair housing laws, including but not limited to: Title VI of
the Civil Rights Act of 1964 as amended; The Fair Housing Act; Equal Opportunity in Housing
Act; and Age discrimination act
All housing projects must adopt affirmative marketing procedures in compliance with federal and
county policy. An affirmative marketing plan must be provided. The plan must, to the greatest
extent possible, provide information to the public and potential tenants that may be underserved
in the community.
Accessibility-All projects must comply with the accessibility laws, including the Americans with
Disabilities Act and Fair Housing Act.
Financial Management-CONTRACTOR must comply with all relevant accounting/financial
standards and have a management system in place that can demonstrate cost reasonableness.
3
Contract Number
CONTRACTOR must include/reference the Contract#on all invoices, reports and other
documents pertaining to this CONTRACT.
General Conditions
Scope of Services:
The CONTRACTOR agrees to provide to COUNTY the services and any materials as set forth
as identified in "Exhibit A Scope-of-Services," during the CONTRACT period. No material, labor
or facilities will be furnished by the COUNTY, unless otherwise provided for in the CONTRACT.
Performance Period:
The performance period for this CONTRACT begins March 1, 2020 and ends May 31, 2021.
Allowed expenses incurred during this performance period may be billed to this CONTRACT
within thirty (30) days of the contract expiration without regards to the actual date of
CONTRACT execution.
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
Compensation:
CONTRACT total value not to exceed $190,000.
Taxes:
CONTRACTOR understands and acknowledges that the COUNTY will not withhold Federal or
State income taxes. Where required by State or Federal law, the CONTRACTOR authorizes
the COUNTY to withhold for any taxes other than income taxes (i.e., Medicare). 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 the COUNTY against any demand to pay taxes arising from the CONTRACTOR's
failure to pay taxes on compensation earned pursuant to this CONTRACT.
The 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 the COUNTY does not hold title. The COUNTY is exempt from
Federal Excise Tax.
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 the 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
4
not be deemed a breach entitling CONTRACTOR to termination 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 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.
The 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 the 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, and providing that no laborer or mechanic
shall be required to work in surroundings or under conditions which are 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.
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.
CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified in
Exhibit "C" 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 the COUNTY. The CONTRACTOR
represents that he/she/it maintains a separate place of business, serves clients other than the
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 the COUNTY, its officers, agents or
employees from any loss or expense, including, but not limited to, settlements, judgments,
setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of
the provisions of this paragraph.
5
Assignment and Subcontracting:
The performance of all activities is the sole responsibility of the CONTRACTOR. CONTRACT
Scope of Work may be assigned or subcontracted.
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 the COUNTY at the present time or in the future.
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
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
6
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 the 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 the
COUNTY.
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 sole and absolute property of COUNTY.
CONTRACTOR further agrees to make research, notes, and other work products produced in
the performance of this CONTRACT available to COUNTY upon request.
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 the 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:
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
7
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:
Contractor agrees to have and maintain the policies set forth in Exhibit B entitled "INSURANCE
REQUIREMENTS," which is attached hereto and incorporated herein. All policies,
endorsements, certificates, and/or binders shall be subject to approval by the COUNTY as to
form and content. A lapse in any required insurance coverage during this Agreement shall be a
breach of this Agreement.
Verification of Coverage:
Proof of compliance with these insurance requirements, consisting of endorsements and
certificates of insurance shall be delivered to COUNTY prior to the execution of this
CONTRACT. If such proof of insurance is not delivered as required, or if such insurance is
canceled at any time and no replacement coverage is provided, 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.
Additional Insurance Requirements and Stipulations:
CONTRACTOR is required to provide insurance as detailed and stipulated in "EXHIBIT B
Insurance Requirements."
Industrial Insurance Waiver:
With respect to the performance of this CONTRACT and as to claims against COUNTY, its
officers, agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of
the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and
agrees that the obligations to indemnify, defend and hold harmless provided in this CONTRACT
extend to any claim brought by or on behalf of any employee of CONTRACTOR. This waiver is
mutually negotiated by the parties to this CONTRACT.
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:
Indemnification by CONTRACTOR. 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, 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 or
8
otherwise, of the 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. This indemnification obligation of CONTRACTOR shall not apply in the limited
circumstance where the claim, damage, loss or expense is caused by the sole negligence of
COUNTY. This indemnification obligation of the 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 the
CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing
indemnification obligations of the 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.
Provider's initials acknowledging indemnity terms:
Participation by County— No Waiver. COUNTY reserves the right, but not the obligation, to
participate in the defense of any claim, damages, losses or expenses and such participation
shall not constitute a waiver of CONTRACTOR's indemnity obligations under this CONTRACT.
Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all
CONTRACTOR's indemnity obligations shall survive the completion, expiration or termination of
this CONTRACT.
Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the
extent allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify the
COUNTY on a basis equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY.
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 Director of the Mason
County Community Services Department and his or her designees, as COUNTY's
representative, hereinafter referred to as the Administrative Officers, 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 designated Administrative Officers for purposes of this CONTRACT is:
Program
Lydia Buchheit, Manager
Mason County Community and Family Health
415 N. 6th Street
Phone: 360-427-9670 Ext. 293
Fax: 360-427-7787
E-mail: lydiab@co.mason.wa.us Submit all reports/forms to caseyb(a�co.mason.wa.us
9
Financial:
Casey Bingham, Finance Manager
Mason County Public Health and Human Services
415 N. 6th Street
Phone: 360-427-9670 Ext. 562
Fax: 360-427-7787
E-mail: caseyb@co.mason.wa.us; Submit all reports/forms to caseyb(a�co.mason.wa.us
Contractor Contact Information:
Jaycie Osterberg, Executive Director Quixote Communities
360-791-8999
Jaycie.osterberg@quixotevillage.com
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's designees under this CONTRACT. Notice to CONTRACTOR for all purposes under
this CONTRACT shall be given to the address provided by CONTRACTOR herein above in the
"Contractor Information" section. Notice may be given by delivery or by depositing in the U.S.
mail.
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.
Duplicate Payment:
The COUNTY shall not pay CONTRACTOR, if the CONTRACTOR has charged or will charge
any other party under any other Grant, subgrant/subcontract, or agreement, for the same
services or expenses. If it is determined that CONTRACTOR has received duplicate payment,
the CONTRACTOR must pay back the COUNTY for these expenses.
Contract Close out:
Final payment is contingent upon the CONTRACTOR'S ability to provide the COUNTY with all
invoices and work product as outlined in Exhibit A: SCOPE OF WORK and Exhibit C:
COMPENSATION by the contract term end date.
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
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.
10
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:
Differences between CONTRACTOR and COUNTY, arising under and by virtue of the
CONTRACT Documents, 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.
Except for such objections as are made of record in the manner hereinafter specified and within
the time limits stated, the records, orders, rulings, instructions, and decisions of the
Administrative Officer shall be final and conclusive.
Notice of Potential Claims:
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 or
COUNTY, or (2) the happening of any event or occurrence, unless 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 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.
Detailed Claim:
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, CONTRACTOR has given 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.
11
Arbitration:
Other than claims for injunctive relief brought by a party hereto (which may be brought either in
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.
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 in and for the County of Mason. Unless otherwise specified herein, this
CONTRACT shall be governed by the laws of Mason County and 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
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. Special Conditions
D. General Conditions
12
Entire Contract:
This written CONTRACT, comprised of the writings signed or otherwise identified and attached
hereto, including the Request for Proposals issued April 9, 2019 and the submitted proposals,
represents the entire CONTRACT between the parties and supersedes any prior oral
statements, discussions or understandings between the parties.
Exhibits:
Exhibit A Scope-of-Work and Deliverables
Exhibit B Insurance Requirements
Exhibit C Compensation
Exhibit D Work Estimate
IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as
of the date and year last written below.
Quixote Communities Mason County Community
Services Department
ycie Oster g, Executive Director Sharon Trask, Chair Mason County BOCC
Dated: Z g ('LO Dated: c_'j/2j/2_,
APPROVED AS TO FORM:
Tim Whitehead, Chief DPA
13
EXHIBIT A
SCOPE OF WORK and Deliverables
1. The Scope of Work includes New Building, New Construction Contingency and
associated taxes as outlined in the budget of the Request for Proposal and the excerpt
placed in Exhibit D: Work Estimate. New Building includes 30 tiny homes (modular
construction off-site, transported and installed on-site), community building (modular
construction off-site, transported and installed on-site), concrete foundations for all
buildings, grading, installation of utilities, sidewalk and parking lot construction.
2. The project served individuals and/or households at or below 50%Area Median Income.
3. CONTRACTOR is required to acquire and follow all code and permit requirements
. associated with the manufacturing, transportation, on-site installation, and building of the
tiny homes for the veteran village.
4. DELIVERABLES: All invoices and documentation must be submitted within thirty (30)
days of the contract expiration date of May 31, 2021 to close out this contract.
a. Provide a certificate of Insurance within thirty (30) days of when contract is
signed that meets the requirements in Exhibit B: Insurance Requirements.
b. Invoices of allowable expenses that includes this contract number, date of work,
details of materials and labor connected to the manufacturing and installation as
noted above that incur during the performance period of this contact; and
c. Final inspection demonstrating project completion.
•
14
EXHIBIT B
INSURANCE REQUIREMENTS
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$5,000,000 per occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or
the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any
auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.
3. Workers' Compensation: On a state-approved policy form providing statutory benefits
as required by law with employer's liability limits no less than $1,000,000 per accident for
all covered losses.
4. Builder's Risk (Course of Construction) insurance utilizing an "All Risk" (Special Perils)
coverage form, with limits equal to the completed value of the project and no
coinsurance penalty provisions.
5. Contractors' Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors
and Omissions (if project involves environmental hazards) with limits no less than
$1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
a. If the contractor maintains broader coverage and/or higher limits than the
minimums shown above, the COUNTY requires and shall be entitled to the
broader coverage and/or the higher limits maintained by the contractor. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the COUNTY.
6. 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 r, 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.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The COUNTY, its officers, officials, employees, and volunteers are to be covered as
additional insureds on the CGL policy with respect to liability arising out of work or operations
performed by or on behalf of the Contractor including materials, parts, or equipment furnished in
connection with such work or operations and automobiles owned, leased, hired, or borrowed by
or on behalf of the Contractor. General liability coverage can be provided in the form of an
15
endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10, CG 11 85
or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions
used).
2. Each insurance policy required by this clause shall provide that coverage shall not be
canceled, except with notice to the COUNTY.
3. 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.
4. 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
condition as to COUNTY or must specifically allow the named insured to waive subrogation prior
to a loss.
5. 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.
6. 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.
7. 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.
8. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be
provided by CONTRACTOR, indemnifying party and/or any subcontractor, is intended to apply on
a primary non-contributing basis in relation to any other insurance or self-insurance available to
COUNTY.
Builder's Risk(Course of Construction) Insurance
Contractor may submit evidence of Builder's Risk insurance in the form of Course of
Construction coverage. Such coverage shall name the COUNTY as a loss payee as their
interest may appear.
If the project does not involve new or major reconstruction, at the option of the COUNTY, an
Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be
obtained that provides for the improvement, remodel, modification, alteration, conversion or
adjustment to existing buildings, structures, processes, machinery and equipment. The Property
Installation Floater shall provide property damage coverage for any building, structure,
machinery or equipment damaged, impaired, broken, or destroyed during the performance of
the Work, including during transit, installation, and testing at the COUNTY's site.
16
EXHIBIT C
COMPENSATION
1. Payment is for reimbursable expenses and follows the vendor payment cycle of Mason
County Auditor's Office.
2. CONTRACTOR must include/reference the Contract Number on all documents
submitted pertaining to this CONTRACT.
3. The approved budget which details the expenses that CONTRACTOR can use
CONTRACT funds for are approved in an amount not to exceed $190,000.
4. Invoicing:
a. Copy of accepted bid, work estimate, or signed agreement must be included with
the signed MASON COUNTY contract
b. Invoices of allowable expenses that includes this contract number, date of work,
details of labor, materials and new construction contingency connected to the
manufacturing and installation (i.e. new building and new construction
contingency) incurred during the performance period of this contact
c. Receipts of expenses attached
d. Final fiscal close out report demonstrating project completed
e. All invoices must be submitted within thirty (30) days of the contract expiration
date of May 31, 2021.
5. Budget Revisions:
a. CONTRACTOR must submit a written request to the COUNTY for any budget
modifications prior to using program funds for expenses outside of the approved
budget.
b. Modification request must include a justification and be submitted with a revised
budget that reflects the funds use adjustment.
c. COUNTY will notify CONTRACTOR of modification decision in writing.
d. The revised budget as submitted and approved by COUNTY will be appended to
this CONTRACT without the need for a formal CONTRACT amendment.
6. Procurement: CONTRACTOR is required to procure goods and services in alignment
with Washington State procurement standards.
17
EXHIBIT D
PROPOSED WORK ESTIMATE
Shelton Veterans Village--Overall Budget _ ,.
Total Project • Federal
Cost.
Housing Finance Home Loan Mason .
•
Unit _Bunk. County
Acquisition Costs:
Land
Existing Structures
Lien:
Closing,Title S:Recording Costs S 5,000 $ 5,000
Extension payment
Other:
SUBTOTAL S 5,000 S • 5,000 S = S
Construction:
Demolition
New Building S 2,550,152 S 1,880,640.00 S 501,162 $ 165,350
Rehabilitation
Contractor Profit
Contractor Overhead
New Construction Contingency 15% $ 260,026 $ 1SS,064.00 S 55,127 S 16,S35
Rehab Contingency 0%
Accessory Building
Site Work I Infrasnucture S -
Off site Infrastructure S 50,112 S 50,112
Environmental Abatement-Building
Environmental Abatement-Land
Sales Tax S 22S,S23 5 165,496 $ 4S,512 $ 14,S15
Appliances S 10,000 S 10,000
Furniture S 55,086 $ 55,056
PSE Transformer S 30,000 $ 30,000
Material testing
SUBTOTAL S 3,1'84,199 S 2,274,200 $ 710,000 S 200,000