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2020/06/15 - Briefing Packet
Pursuant to Proclamation by the Governor 20-28.4, in-person attendance to Commission meetings is temporarily prohibited. Our Commission meetings are live streamed at http://masonwebtv.com/ and we will accept public comment via email — Mdrewry(a)co.mason.wa.us; or mail to Commissioners Office, 411 North 5th Street, Shelton, WA 98584; or call 360-427-9670 ext. 419. If you need to listen to the Commission meeting via your telephone, please provide your telephone number to the Commissioners'office no later than 4 p.m. the Friday before the meeting. BOARD OF MASON COUNTY COMMISSIONERS DRAFT BRIEFING MEETING AGENDA 411 North Fifth Street, Shelton WA 98584 Week of June 15, 2020 Monday - Friday 8:00 A.M. COVID-19 Coordinators Briefing* Public Works Meeting Room A 100 Public Works Way Monday, June 15, 2020 Commission Chambers 9:00 A.M. Support Services — Frank Pinter 9:30 A.M. Superior Court— Judge Goodell 9:45 A.M. Juvenile Court Services — Jim Madsen 9:50 A.M. Community Services — Dave Windom 10:30 A.M. BREAK 10:35 A.M. Public Works — Loretta Swanson Utilities & Waste Management Commissioner Discussion — as needed Tuesday, June 16, 2020 Noon WA State Association of Counties Zoom Meeting* Coronavirus Relief Funding "Chautauqua" *This is being noticed as a Special Commission Meeting because a quorum of the Mason County Commission may attend this event and notification is provided per Mason County Code Chapter 2.88.020 -Special Meetings. Briefing Agendas are subject to change,please contact the Commissioners'office for the most recent version. Last printed 06/11/20 at 10:25 AM If special accommodations are needed,contact the Commissioners'office at ext.419,Shelton#360-427-9670;Belfair #275-4467,Elma#482-5269. MASON COUNTY COMMISSIONER BRIEFING INFORMATION FOR WEEK OF June 15 2020 In the spirit of public information and inclusion, the attached is a draft of information for Commissioner consideration and discussion at the above briefing. This information is subject to change, additions and/or deletion and is not all inclusive of what will be presented to the Commissioners. Please see draft briefing agenda for schedule. CO ,F 1854 Mason County Support Services Department Budget Management 411 North 5th Street Commissioner Administration WA 98584 Emergency Management Shelton Facilities, Parks&Trails 360.427.9670 ext. 419 Human Resources Information Services Labor Relations Risk Management MASON COUNTY COMMISSIONER BRIEFING ITEMS FROM SUPPORT SERVICES June 15, 2020 • Specific Items for Review—June 15 briefing o Request for additional funding for increased cleaning of county buildings— Kelly o Offer to purchase County property—2169 Lake Boulevard and 410 Hillcrest, Shelton - Frank o Coronavirus Relief Funds/CARES Act Funds follow-up— Frank 0 2021 Budget Guidelines—Jenn o Extend Disaster Declaration - Ross • Commissioner Discussion J:\DLZ\Briefing Items\2020\2020-06-15.docx MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Kelly Frazier DEPARTMENT: Facilities EXT: 519 BRIEFING DATE: 6/15/20 PREVIOUS BRIEFING DATES: 3/3/2020 If this is a follow-up briefing, lease provide only new information ITEM: Approval to place on the June 23, 2020 Action Agenda to increase the amount previously granted of $10,000 to total up to $50,000 for the 2020 year to continue funding an additional contracted custodian staff member to perform precautionary cleaning to Mason County buildings while still under the proclamation. Additionally, if proclamation continues through 2021, requesting consideration to increase 2021 annual janitorial budget by $50,000. The funding used for the precautionary cleaning by the contracted custodian staff member does qualify under the federal CARES Act. BACKGROUND: Washington State Governor has declared a public health emergency related to COVID- 19, which has an undetermined end date at this time. In March, 2020 the CARES Act stimulus bill was passed by the federal government. RECOMMENDED ACTION: Approval to place on the June 23, 2020 Action Agenda to increase the amount previously granted under the CARES Act of$10,000 to total up to $50,000 for the 2020 year to continue funding an additional contracted custodian staff member to perform precautionary cleaning to Mason County buildings while still under the proclamation. Additionally, if proclamation continues through 2021, requesting consideration to increase 2021 annual janitorial budget by $50,000. The funding used for the precautionary cleaning by the contracted custodian staff member does qualify under the federal CARES Act. ATTACHMENT(S): Briefing Summary 6/10/2020 MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Jennifer Beierle DEPARTMENT: Support Services EXT: 532 BRIEFING DATE: June 15, 2020 PREVIOUS BRIEFING DATES: June 1, 2020 &June 8, 2020 ITEM: 2021 Budget Guidelines — Draft and Discussion EXECUTIVE SUMMARY: The call for budgets goes out to departments on or before the second Monday in July, per RCW 36.40.010. This year, the Auditor plans to send out the notice on July 1st. The Board typically sends out budget instructions on the same day as the Auditor's call for budgets. The economic forecast for 2021 is uncertain due to the on-going implications of COVID-19. At this time, the Congressional Budget Office estimates that inflation-adjusted gross domestic product (real GDP) will decline by approximately 12 percent during the second quarter of 2020, but will sharply correct in the second half of the year to grow by about 17 percent. In 2021, real GDP is projected to grow by 2.8 percent, on a 4th quarter to 4th quarter basis. A conservative approach to the 2021 budget is recommended. Here are 4 examples of budget types the Board can ask departments to present, and/or use as the Commissioners "Maintenance Level Budget": 1. Status Quo Budget— 2020 adopted budget plus signed contract increases 2. Status Quo Budget Plus— 2020 adopted budget plus singed contract increases plus a dollar amount or additional percentage 3. Flat Line Budget— Bottom Line 2020 adopted budget (signed contract increases are absorbed within the department's bottom line) 4. Flat Line Budget Minus — 2020 adopted budget (signed contract increases are absorbed within the department's bottom line) less a dollar amount or decreased by a percentage BUDGET IMPACTS: RECOMMENDED OR REQUESTED ACTION: Recommend the Board review and suggest edits to the 2021 draft budget guidelines. ATTACHMENTS: Budget Guidelines—Draft 1 J:\Budget Office\Briefing, Agenda,& Public Hearing Items\2020\Briefing Summary 6.15.2020- Budget Guidelines.doc i July 139, 2020-19 To: Elected Officials& Department Heads Re: Mason County Commissioner's 2029-and 2021 and 2022 Preliminary Budget Preparation Guidelines The following are the Board of County Commissioners guidelines for the Preliminary Budget. Preliminary budgets are due to the Auditor in the Munis Financial System by close of business on Monday,August 10.Z, 2020-19. Revenue in 20210 is projected to be level with 202044.The County will strive to build reserve balances with all unexpended and one time revenues, in accordance with reserve requirements in Resolution No. 58-17. Department Heads and Elected Officials are asked to present a 20210 budget at 202049 aFneAdedadogted budget levels at`�, and a 2022-1"shadow budget" at 20210 levels, plus CBA and other contractual increases. Please implement the following guidelines when developing both 20210 and 2022-1 Preliminary Budgets: BEGINNING FUND BALANCE(BFB) ■ BFB estimates are attached.Any differences in calculation should be communicated back to the Budget Office. REVENUE LEVELS ■ Current Expense Property Tax levy will include a 1%increase. ■ Roads Property Tax levy will include a 1%increase. ■ Budget with existing fees and service charge schedules; review for proposed fee increases if possible. ■ Grants should be budgeted conservatively with projected amounts to be received within the proper budget year. ■ Interest rates on investments will be .50%. ■Transfers in—Fill out the attached transfer form and send to the transferring department for signature, and return to the budget office.Transfers in without a form or equivalent transfer out offset will not be considered in the budget. ■ Reimbursable interdepartmental revenue budgeted in one fund should be budgeted as an expense in another fund via the attached form. Requests without a form or equivalent offset will not be considered in the budget.This includes departments receiving Mental Health Fund revenue. EXPENDITURE LEVELS 1 i ■Salary& Benefit Proiections will be emailed to Departments by the Budget Office. Differences in calculations should be entered into the spreadsheet provided and sent back with an explanation. ■ Wages for union represented employees with signed union contracts should reflect general wage,step,and COLA increases as outlined in the contracts. ■ Wages for non-represented employees shall reflect step increases only.The BOCC may increase non-represented wages at a later date. ■ Wages for Elected Officials shall reflect the increase stated in Resolution No. 39- 19, except for Prosecuting Attorney wages in Resolution No. 22-19, and BOCC wages in Resolution No. 73-12. ■ 2021 Motor Pool rates are attached (use budget expense accounts ending in 5xx777 &5xx778) ■ 20210 ER&R vehicle rates are attached (use budget expense accounts ending in 545951). ■Traffic Policing Diversion at$2,160,000—Funding from Roads Property Tax Levy. The BOCC may change the diversion amount during budget preparation. ■ Budget any debt service per the attached Treasurer's Debt Service schedule. ■Transfers out—The attached transfer form is signed by the transferring from department and returned to the budget office for processing during the budget year. ■ Reimbursable interdepartmental expenses budgeted in one fund should be budgeted as revenue in another fund and approved by the other department via the attached form. ■ Human Resources will supply the Benefit Rate Sheet and Medical Allocation (use budget expense accounts ending in 520040 for medical) for 20210 and 2022-1. Medical budgets should reflect maximum amounts paid by the County times the number of FTE's. ■20210 and 2022-1 Reserve for Technology rate will be$285 per FTE—Per the benefit rate sheet(use budget expense accounts ending in 541501). ■ 20210 and 2022-1 Unemployment rate will be $200 per FTE. (Elected Officials do not receive an unemployment rate charge.)—Per the benefit rate sheet(use budget expense accounts ending in 546096). ■ 20210 internal allocation amounts are attached—see tab A-1 (use budget expense accounts ending in 541019). ■ 20219 Information Technology charges are attached (use budget expense accounts ending in 545952). 2 i ■ 20210 State Auditor Charges are attached (use budget expense accounts ending in 541510). ■ Building remodel request forms emailed to departments s �should have beee returned to Facilities bye St#so that Facilities may budget accordingly. ■ Expenditure authority shall be adopted as two bottom lines for all Elected Officials and County Department budgets, including Special Funds, in accordance with Resolution No. 26-17: one bottom line for the total salaries and benefits and one bottom line for operational expenses. Ending Fund Balance is not an appropriation. ■ Overall expenditures will be reviewed in relation to reserve requirements identified in Resolution No. 58-17. ■ Departments are encouraged to seek out new grant awards.Additional expenditure requests in order to hire a grant writer will be considered by the BOCC. MUNIS BUDGET Prepare your internal budget analysis via any mechanism you prefer in preparation of Munis entry.The Auditor will send processing instructions to submit Budgets in Munis. The 20210 Munis budget entry will include the following: ■ Budget 1—Preliminary Budget Request—Budget Level 1 will be populated with 2020i9 adogtedamended budget numbers at 61/13G/20+9. Departments may change the numbers to the requested amounts. ■ Budget 2—Auditor's Preliminary Budget—The Auditor will make error correction changes to preliminary budget requests. ■ Budget 3-Maintenance Level Changes(MLC)—This is departments' 202049 acloWedmended budget at 6 30f19 plus non-discretionary changes, i.e. CBA's in effect, L&I, DRS, and medical changes. 6i18i obudget ti,,.,..i.,,.. will be ..,hided in Budget Level z. Budget Level 3 will be entered by the Budget Office. ■ Budget 4—Policy Level Changes(PLC)—This is the difference between Budget Level 2 and Budget Level 3, and will populate automatically.The Budget Office will email the budget level spreadsheet to departments after August 10th.An explanation or justification and project number should be entered into the 'Comments'and 'Proiect No.' columns for any amount in Budget Level 4. In addition,Tthe attached project form mayls�'d-#e be filled out for EACH new "project" requested in the 2020 budget.A project request may include multiple BARS lines, and both revenue and expenses to show how the "project" number was derived.The following are considered projects: 3 i 1. New staffing request(s) 2. Capital &Vehicle Purchases 3. Operational requests by project 4. All other items over Maintenance Level Changes The 2022-1 Munis budget entry will include the following: ■ Budget 1—Enter any changes to the 20210 budget for the 2022&budget. BUDGET NARRATIVES A Budget Narrative should include the following information and is due to the Budget Manager via email (no paper copies) by September 14,Wh: ■ 20199, 202Q44, and 20210 FTE count, and Organizational Chart ■ FTE position allocations and funding sources, if any ■ Proposed Fee Increases ■ Workload Indicators—include a 3 year history comparison ■ Project Level Changes(Budget Level 4 in Munis—Instructions and training to follow) Countywide trainings will be provided by the Budget Manager in the Commission Chambers on July 1511h at 9:00 am and 2:00 pm. Departmental budget workshops with the Board will begin in October.The first workshop scheduled will be an overview of the entire budget. Sincerely, BOARD OF MASON COUNTY COMMISSIONERS Kevin Shutty Randy Neatherlin Sharon Trask Chair Commissioner Commissioner 4 MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Frank Pinter/Melissa Drewry DEPARTMENT: Support Services EXT: 589 BRIEFING DATE: June 15, 2020 PREVIOUS BRIEFING DATES: If this is a follow-up briefing, please provide only new information ITEM: An offer to purchase parcel 32030-51-07010 located on Lake Blvd., Shelton in the amount of $35,000. EXECUTIVE SUMMARY (If applicable, please include available options and potential solutions): This parcel is Tax Title and was deeded to Mason County on February 26, 2013. An attempt to sell was made at the 2019 Tax Title auction with no interested bidders. Per RCW 36.35.150(1)(d.) this parcel can be sold by direct negotiation within twelve months of the attempted auction. This parcel was obtained by Mason county between 1938 and 1939. No exact record was recorded at that time stating taxes, interests, and foreclosure costs. Lisa Frazier, Treasurer has recommended a minimum of$5,000 + $125 be distributed to taxing districts and the Treasurer's M&O fund for costs. 2020 Market Value: $49,715 Current offer: $35,000 Contingencies: 22D (Optional Clauses), 22EF (Funds Evidence), 22LA (Land Acreage), 22 T (Title Contingency), 34 (Addendum) OPTIONS: Accept offer and set public hearing in order to sell property Counter offer Refuse offer ATTACHMENTS: Purchase and Sale Agreement 2020 Assessor's Valuation Map Briefing Summary 6/10/2020 Form 25 @Copyright 2019 Vacant Land Purchase&SaleRev ;: Notthwest Multiple Listing Service Page7rt9 VACANT LAND PURCHASE AND SAl,EAGREEMEIf�T ALL RJGHTs RESERVED Page t of 5 :SPECIFIC TERMS, 1. Data-, June 08 2020 MLS No:1 604488 Offer Expiration Date: 010I2024 ,. .24 Buyer. ChriAopber Chamberlain Shelly Chamberlain A married couple gar Buyer ste;lu 3. Seller. Mason County 4. Property:Legal Descr(ption attached as Exhibit A. Tex Parcel No(s).: 3203{]51.07010 2169 Lame Boulevard. Shelton Mason WA 98584 Addrtlss: r—q sate 5. Purchase Price:$:,35,000.00 Thirty-FTve Thousand. DgUars 6. Earnest Money: 7;00000. S . 0 Check ❑Note;:Q Other (held 6y O Selling Fiitn;:0 Closing Agent) 7. Default:(check only one)®,Forfeiture of.EamestWney;0 SeiteegElection of Remedies. 8. Title insurance Comparky: Masoa..CountyTitle Company S.. Closing Agent: A AW11 County Tide.Company }TBD Company WMiftai(OPUM81) 10., Closing Date: Possession Date:EI on Closing;0 Other See Farm 34 't1: Services of Ciosing Agent for Payment of Utilities:Q Requested-(attach NWMLS Form 22K);0 Waived 42. ChargestAssessments Levied'Before but Due After Closing:0 ass.Umed by Buyer,0 prepaid}n full by Seller at Closing 13.. Seiler Citizenship(FIRPTIX): Setlar Ci ;0 is not a foreign person far purposes of u.S incorrte taxation 14i Subdivision:The Property:E3 mustbe subdivided I)e M ,Id Is hot required to be subdivided IS- Feasibillty Contingency Expiration Date.U .. days after mutual a6ceptaiice;13 Other 1� Agency Disclosure: Selling Broker represerts: 0 Buyer.Q'Seiler;❑both parties;❑neifher party Listing Broker represents: 0 Seiler, D`bgth,parties 17. Addenda: 221)(Optional Clauses) 22EF(Funds Evidence) 22LA(Land/Acreage) 22T(Title Contingency) 34(Addendum) Form 23E Fupta Certification "efs Sig ate Seller's Signature. Data Buyer"s signatu Data Seller's Signature Date. 7659 Bailey&Tr SE Buyer's Address Seller's Address Lacey,Wa 98513 City,State Zip. City.Stata;:Zlp. 3b0-451-3860 (360)427-9670 Phone No, Fa0p. PtwWNo: Fax No. Shelly711tmail.com: Buyer's E-nrcA Address Sell&k�dnai!Address RE/MAX Pkrkside Affiliates 422 Richard.Beckman]lily Group LLC: 4537 Selling Firm MLS Office No. Listng—Firm MLS Office No. Jim Bennett 771437 Richard Beckman 55681 Selling Broker(Print) MLS LAG No. Lis Broker Print (360)754-7090 (Print) IMLS t,AG No. (366)87W67 (360)754-6646 (360)4Z6-5521 (360)790=1921 (360)426-1ti45 Firm Phone Na. Broker F'txsne No.: Firm Fax No. Firm Phone.No. Broker Phone No.. Firm Fax No, FarksideContractsQgmail.com mail a@RichardBeckntan.6m Selling FirnDacument.Ernafi Address fisting Firm Document&maxi Address jimbennett@remax.net ricIhard@richardbeekm:ia.com Selling Broker's E-mail.Address Listing Brokers E-mail Address 1733 1355 98421 9628 Selling Broker DCiL License No. Selhij. FFirmC}OL License No. Listing Broker DOL Vicense No. Listing Firm DOL.License No. Farm 25 ®Copyright 2019 Vacant Land Purchase&.S�e_ Northwest Multiple Listing Service VACANT LAND PURCHASE AND SALE AGREEMENT Reg.7/19 Page 2 of 5 CsENERAL TERMS ALL RIGHTS RESERVED Continued' a. Purchase Price.Buyer shall pay to Seller the Purchase Price, including the Earnest:Money,in cash at,Closing, unless 1 otherwise specified in this Agreement.Buyer represents that Buyer has sufficient funds to close this sale in accordance 2 with this Agreement and is not relying on.any contingent source of funds,including funds from loans, the salo of other 3 property, gifts, retirement, or future earnings, except to the extent:otherwise specified in this Agreement. The parties: 4 shall use caution when wiring funds to avoid potential wire fraud. Before wiring funds,the party wiring funds shall take 5 steps to confirm any wire instructions via an independently verified phone number and other appropriate measures, 6 b:. Earnest Money. Buyer shall.deliver the Earnest Money,within 2 days after mutual acceptance to Selling Broker or to 7 Closing Agent if Buyer delivers the Earnest Money to Selling Broker,Selling Broker will deposit any check to be held by a Selling Firm, or deliver any Earnest Money to be held by Closing Agent,within 3 days of receipt or mutual acceptance; 9 whichever occurs later.If the Earnest Money is held by Selling.Firm and is over$10,0011.06 it shall be deposited into an 10 interest bearing trust account in Selling Firm's name provided that Buyer completes an IRS Forth W-9. Interest,If any, 11 after deduction of bank charges and fees, will be paid to Buyer. Buyer shall reimburse Selling Firm for bank charges 12 and fees in excess of the interest earned, it any. If the Earnest Money held by Selling Firm is over$10,000.00 Buyer 13 has the option to require Selling Firm to deposit the Earnest Mo.n y into the Housing Trust Fund Account; with the 14 interest paid to the State Treasurer, if both Seller and Buyer so agree in writing. If the Buyer does not complete an IRS 15 Form W-9 before Selling Firm,must deposit the Earnest Money or the Earnest Money is$10,000,00 or less,the Earnest 16 Money shall be deposited into the Housing Trust Fund Account Selling Firm may transfer the Earnest Money to Closing 17 Agent at Closing. If all or part of the Eamest Money is to be refunded to Buyer and any such costs remain unpaid,the 1.8 Selling Firm or Closing Agent may-deduct and pay them therefrom.The parties instruct closing Agent to provide written 19 verification of receipt of the Earnest Money and notice of dishonor of any check.to the parties and Brokers at the 20 addresses and/or fax numbers provided herein. .pan termination of this Agreement, a party or the Closing Agent may deliver a form authorizing the release.of Earnest 22 Money to Ni other petty or the parties.The part y(s).shall execute such form and deliver the same to the Closing Agent, 23 If either party fails to execute the release form,:a party may matte a.written demand to the.Closing Agent for the tamest 24 Money. Pursuant to RCW e4z t, Closing Agent shall deliver notice of the demand to the other party within 15 days. If 25 the other party does not object to the demand within 20 days of Closing Agent's notice,Closing Agent shall disburse the 26 Eamest Money to the party making tale demand within 10 days of the expiration of the 20 day..period. If Closing Agent 27 timely receives an objection or an inconsistent demand from the other party, Closing Agent shall commence an 28 interpleader action within 60 days of such objection or inconsistent demand, unless the parties provide subsequent 29 consistent instructions to Closing Agent to disburse the earnest money or,refrain:from commencing an interpleader 30 action for a specified period of tirrte. Pursuant to RCW 4.28,Q$0, the.:parties consent to service of the:summons and `31 complaint.for an interpleader action by first class mail, postage prepaid at the party's usual mailing address at the. 32 address identified in this Agreement if the Closing Agent complies with.the preceding process, each party shall be 33 deemed to have released Closing Agent from any and all claims or liability related to:the disbursal of the Earnest y4 Money. If either party fails to authorize the release of the Earnest Money to the other party when required to do so 35 under this Agreement,that party shall be in breach of this,Agreement..For.the purposes of this section;the term Closing 36 Agent Includes a Selling Firm holding the Earnest Money.The parties authorize the party commencing an interpleader 37 action to deduct up to$500.00 for the costs thereof, 38 c: Condition of Title. Unless otherwise specified.in this Agreement;title to the Property$hap be marketable at Closing, 39 The following shall not cause the tide to be unmarketable: rights,;reservations, covenants, conditions and restrictions, 40 ,presently of record and,general to the area; easements and encroachments, not materially affecting the value of or 41 unduly interfering with Buyer's reasonable use of the Property; and reserved oil and/or mining rights. Seller shall not 42 convey or reserve any,oil and/or mineral rights after mutual acceptance without Buyer's written consent Monetary 43 encumbrances or liens not assumed by Buyer,shall be paid or discharged by Seller on.br before Closing.Title shall be 44 conveyed by a Statutory Warranty Deed:..If this Agreement is for conveyance of a buyer's interest a Real Estate 45 Contract, the Statutory Warranty Deed shall include a buyer's assignment of the contract sufficient to convey after 46 acquired title.if the Property has been short platted,,the Short Plat number Is in the Legal Description. 47 d. Title insurance. Seller authorizes Buyer`s:lender or Closing Agent, at Se[(er`s expense, to apply for the then-current 98: ALTA form of standard form_owner's policy of title insurance from the Title insurance Company. If Seiler previously 49 receNed a preliminary commitment from a True Insurance Company that Buyer declines to use,.Buyer shall pay any :50 cancellation fees owing to the original Title Insurance Company. Otherwise, the party applying for He insurance shall 51 pay any titre cancellation fee,in the event such a'fee is assessed.The Title Insurance Company shall send a copy of 52 the preliminary commitment to Seller, Listing Broker, Buyer and Selling Broker. The preliminary commitment, and the 53 the policy to be issued,shall contain no exceptions other than the General Exclusions and Exceptions in said standard 54 form and Special Exceptions.consistent with the Condition of Title herein,provided:If title cannot be made so insurable 55 prior to the Closing Date,then as Buyers sole and exclusive remedy,the Earnest .Money shall, unless Buyer elects to 58 waive such defects or encumbrances, be refunded to the Buyer,Loss any unpaid costs described in.this Agreererd,and .0 this Agreement shall thereupon be terminated k.Buyer shall have no right to spec performance or damages,as a 58 consequence of Sellers Inability to provide insurable title. 59 Buyers Initials "te Buyer's Initials Date Seller's Initials Data Seflers Initials Date Form 25 ®Copoght 2lJ.9 Vacant Land Purchase.&$ale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing.Sevlce Rev.7l19 ALL RIGHTS RESERVED Page 3 of 8 GENERAL TERMS cbrnaued e. Closing and.Possession. This sale shall be closed by the:ClosiN. Agent on thi3 Closing Date, "Closing"means the .60 date on which all documents are recorded and the saidprooeeds are available to.Seller. if.the.Gtosing Date falls on:a 61 Saturday,Sunday, legal holiday as defined in RCW 1.16.05D oe'day when.the county recording office is closed the 62 Closing Agent shall close the transaction on the rlextday`that is not a Saturday,Sunday,legal holiday, or day when the "t33, county recording office is.closed:Buyer shall be 00ed to possession at"0 p.m.,on the Possession Date:Seller shall 64 maintain the Property in ifs present condition, normal wear and tear excepted, until the Buyer is provided possession, 65, Buyer reserves the right to walk through.the Property within 5 days of Closing to verlty.tllit Seller has maintained the 66' Property as required by this paragraph. Seller shall not enter into or modify existing leases or rental agreements, 67 service contracts, or either agreements affecting the Property wihibb have terms extending beyond Closing without first 68 obtaining Buyer's consent,which shiO.tiotbe unreasonablywtfhheld. _88 f. Section 1631 Like-Kind'Exchange. if either Buyer or'SiallerIntends for this transaction to be apart of a Section 103. 70 like-kind exchange, then the other party shall cooperate in the completion of the like-hind exchange so long as the 71 cooperating party incurs no additionat.liability in doing so, and so long as any expenses_ (Including attorneys'fees and 72 costs)incurred by the cooperating party that are related only to the OXchange are paid or reimbursed to the cooperating 73 party at or prr`io tllosing, Notwithstanding the Assignment Pala raph of this Agreement, any party completing.a. 74 Section.lt�1 like-kind exchange may assign this,:Agreement to ltr qualified intermediary loi any entity set up for the: 75 purposes of completing a reverse exchange_ 76 g. Closing Costs and Prorations and Charges and Assessment&: Seller and Buyer shall each pey one-half of the 77 escrow fee unless otherwise required by applicable FHA or VA regulations. Taxes for the current year, rent, interest, 78 and iienable homeowner's association dues shall be. prorated as of Closing. Buyer shall pay Buyer's :loan costs, 79 including credit rt"rti.appraisal charge and tender's title:insurance, unless provided otherwise in this Agreement. If an 80 y payments are delinquent-on encumbrances which will remain after Closing, Closing.Agent is instructed to pay such 81 delinquencies at Closing from money due,or to be paid by,Seller.Buyer shalt pay for.remaining fuel;in the fast tank if 82 prior to Closing.,,Seller obtains'a.written statement from tiro supplier as to the quantity.and current price and provides $3 such statement to the Closing Agent:. Seiler shall pay all utility charges, including unbilled charges. Unless waived in 84 Specific Term No. 11,Seiler and Buyer request the services of Closing Agent in disbursing funds necessary to satisfy 85 unpaid utility charges in accord anee with RCW 60A0 and.Seller shall provide the names and addresses of all utilities 86 providing service to the Property and having lien: rlghts (atta.ch' NWMLS Form 22K Identification of Utilities or 81 equivalent). Buyer is advised to verify the existence and amount of any local improvement.district; capacity or impact charges,or 89 other assessments that maybe,charged against the Prop"before or after Closing. Seller will pay such charges that 90 are or bec' due on or befom Closing. Charges levied before Closing, but becoming due after Closing shall be:pafd 91 as agreed in Specific Term No,12. h. Sale Information. Listing Broker and Selling Broker are.authorized to report this agreement (including price and all :93. terms)to the Multiple Listing Service that published,it and to its members,financing institutions,appraisers,and anyone .94 else related to this sale.Buyer gnd.Seger expressly authorize alF Closing Agents;appraisers,title insurance companies,_ 95 and others related to.this Sate,to furnish the Listing Broker anrffot Selling Broker, on request, any and all infomiatioh 96 and copies of documents concerning this sala: 97 1. Seller Citizenship and FIRPTA.Seller warrants that the identification of Seller's citizenship status fcir.purpases.ofU.S. 98 income taxation in Specific Term No:.13 is correct,.Seller shall execute a certification.(NWM�S Form 22E or equivaEeritj. 99 under the Foreign Investment In Real Property Tax Act CFIfZPTX)at Closing and provide the certification'to the Cios;I-" 100: Agent:if Seller is.a foreign:person far purposes of U.S. income taxation, and thistransaction is riot otherwise ex.'empt tot from FtRPTA,Closing Agent is.irisfruc to withhold and pay the required amount to the Internal Revenue Service. 1p2 j. Notices and Delivery of Documents. Any notice related to this Agreement (including revocations of offers or 103 counteroffers)mu&t be in writing.Notices to.Seller must be signed by at least one Buyer and shall be deemed"delivetx d 104 only when the notices s..received by Selier,by Listing Broker, or at the licensed office.of Listing Brotcer.Notices to Bayer t05 .must be-signed by at least:ohe Seller And shall be deemed delivered only when the notice is received by Buyer, by 106 Selling Broker,or atthe.l'icehsed office of Selling Broker.Documents related to this Agreement,such as NINMLS Form 107 17C, Information on Lead-Based Paint and Lead-Based Paint Hazards,POlic Offering Statement or Resale Certificate, 108 and all other documents shall be delivered,pursuant to this paragraph.Buyer and Seller must:.keep Selling Broker aril 109 Listing.Broker advised of their whereabouts lit order to receive prompt notification of receipt of a notice: top Facsimile transmission of any notice or document shall constitute delivery. E-mail trafismission of..any- notice.or 111: document(or a direct Link to such notice or document)shall constitute delivery whetii(i)the a-mails sentto both Selling f 12 Broker and SeUing Firm,or both Listing Broker and Listing Firm.at'the email addresses specified on page ane of this 113 Agreement;or(bSelling Broker or Listing Broker.provide written acknowledgment of receipt of the:e-mail(an:automatic 114 e-mail reply does not constitute written acknowledgment). At.the request of either party, or the Ctosing Agent the 11s /parties will confirm/facsimile orniail transniltted signatures by signing an original document. 116 giiyei?s.Innis. Date Buyer's Initials Date $0114's-lnihals Date Seller's Initials Gate Form 25 Vacant Land Purchase&Sale ®Copyright 2019 Rev.7/19 VACANT LAND PURCHASE AND SALE AGREEMENT htorrhwest Multiple.Listing Service' Page 4 of 5 GENERAL TERMS. ALL RICKS RESERVED Continued k Computation of i'Ime. Unless otherwise specified In this.Agreetnent,any.period of time.measured in days and stated 117 in this Agreement:shall start on the day following the event commencing the period and shall expire at 9:00 p;rtt.of the 118 last calendar day of the specified period of time.Except for the Possession Date, if the'last day is a Saturday,.Sunday 119 or legal holiday as defined in RCW 1.16.050, the specified period of time shalt expire on the next.day that is not a 12D Saturday, Sunday or legal holiday. Any specified period of 5 days or less, except for any time period relating to the 121 Possesion Date,shall not include Saturdays,Sundays or legal holidays.If the parties agree that an event will occur on a 122 .specific calendar date, the event shall occur on that date, except for the Closing Date, which;if it fails on a Saturday, 123 Sunday,legal holiday as defined in ROW 1:16.050;or day when the county recording office Is dosed,shall.occur on the 124 next day that is not a Saturday;Sunday,legal holiday; or day when the county recording office is closed.If the parties 125. agree upon and attach a legal description after this Agreement is signed by the offeree'and delivered to the offeror,then 126 for the purposes of computing time, mutual.acceptance shall be deemed to be on the.date of delivery of an.accepted 127 offer or counteroffer to the offeror, rather than on the date the legal description is attached.Time is of the essence of 128 this Agreement 129 1. Integration and Electronic Signatures.This Agreement constitutes the entire understanding between the parties and 130 supersedes all prior or contemporaneous understandings and representations. No modification of this Agreement shall 131' be effective unless agreed in writing end signed by Buyer and Seller. The parties acknowledge that a signature_in 132 elecstrordo form has the same legal effect and validity as a handwritten signature. 133 m. Assignment.Buyer may not assign this Agreement,or Buyers rights hereunder,.without Seller's prior written consent, 134 unless the parties indicate that assignment is,pennifted by'the addition of`andlor assigns"on-the line identifying the 135 Buyer on the first page of this Agreement. In. Default: In the event Buyer fails, without legal excuse; to complete the purchase of the Property;:then the following 137136 provision,as identified:in Specific Term No.7,shall apply: 13.8 I. Forfeiture of Earnest Money. That:portion of the Earnest Money that.does not exceed five percent(5%)of the; 14 Purchase Price shall be forfeited to the Seller as the sole and exclusive remedy available to Seller forsuchf Tura, 140 ii. Seller's Election of Remedies. Seller may, at Seller's option,(a) keep the Earnest Money as liquidated damages 141 as the sole and exclusive.remedy available'to Seller for sueh failure, {ti)bring suit against Buyer for Bailers actual 142 damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages,or(d}pursue 143 any other rights or remedies available at law or equity. o. Professional Advice and Attorneys' Fees. Bu 144 yer and Seller a re:advised to.seek the counsel of an.attorney and a 145 certified public accountant to review the terms of this Agreement Buyer and:Seller shall pay their own fees incurred for 146 such review. However, if Buyer or Seller institutes suit against the other.concerning this Agreement, or if the party 147 holding the Earnest Money commences an interpleader action,the p fees and expenses. revailing party is entitled to.reasonabte attorneys' 148 149. p. Offer.This offer must be accepted by 9:00 p.m..on the Offer Expiration Data, unless sooner.withdrawn. Acceptance 150 shall not be effective until a signed copy is received by the other party, by the other party's broker,or at the licensed 151 office of the other party's broker pursuant t6 General Term j. if this offer is.trot sa accepted; it shall lapse and sed 15G� Earnest Money shall be refunded;to Buyer. 153 q, Counteroffer. Any change in the terms presented in an offer or counteroffer, other than the insertion of or.change to 154 Seller's name and Seller's warranty of citizenship status, shall be.,considered a counteroffer, .if a party makes a 154 countemfferi they) the other party shall have until 9:00 p.m. on the counteroffer expiration date to accept that 156 counteroffer, unless sooner withdrawn. Acceptance shall not be effective Until a signed copy is received bx the:other 157 party, the other party s broker, or at the licensed office of the other party's broker pursuant to General Term j. If the 158 counteroffer is not so accepted,it shall lapse and any Earnest Morley shall be refunded.to Buyer. 159 r. Offer and Counteroffer Expiration Date. If no expiration .date is s o pecified for an offer/eounteroffer,. the 160 offer/counteroffer shall expire 2 da ys after the offer/counteroffer is delivered by the party mafdng the offer/counteroffer, 161 unless sooner withdrawn 162 s. Agency Disclosure. Selling Firm, Selling Firm's Designated .Broker;Selling Broker`Q Branch Manager (if any) and 163' Selling Broker's Managing Broker(if any)represent the same party that Selling Broker represents.Listing Firm,Listing 164 Firm's Designated Broker, Listing Broker's Branch.Manager (if any) and Listing Broker's: Managing Broker (if. ariy) 165 represent the same party that the Listing Broker represents. If Selling Broker and Listing Broker are different persons 166 affiliated with the same Firm,then both Buyer and Seller confirm their consent to Designated Broker; Brandt Manager 167 (if any),and Managing Broker(if any)representing both parties as dual agents..If Selling Broker and Listing Broker are 1613 the same person representing both parties then both Buyer and:Seller confirm their consent k that person and his/her 168 Designated.Broker,:Branch Manager(if.any),and Managing,Broker(if any)representing both parties as dual agents..All 170 parties acknowledge receipt of the pamphlet entitled"The Law of Real Estate Agency;" 171 Buyer's hiitlais Data Buyer's Initials Date SeUees initials gate Sellers Initials Dote Form 25 Vacant Land Purchase¢Sale OCopyright 2019 Rev.7/19 VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple listing Service Page 5,of 5 GENERAL.TERMS ALL RIGHTS KAt RVED Continued t. Commission, Seller and Sayer shall pay a commission in accordance with any listing or commission agreerrient to 172 which they are a party.The Listing Firm's commission shall be.apportioned between Listing Firm and Selling Firm as 173 specified to the listing Seller and Buyer hereby consent to Listing:Firm or Selling Firm receiving compensation from 174 more than One party.Seller and Buyer hereby assign to Listing Firm and Selling Firm, as applicable,a..portion of their t75 funds in escrow equal to such comrnission(s)and irrevocably instruct the Closing Agent to disburse the.commission(s) 176 dir eftyto the Ffrm(s).In any action by Listing or Selling Firm to enforce this paragraph, the prevailing party is entitledto 177 POLO costs and reasonable attorneys'fees. Seller and Buyer agree that the Firms are intended third party beneficiaries 178 under this Agreement: u. Feasibility Contingency. It Is the Buyer's responsibility to verify 79 . Contingency Exp rationa Date 1 79 before the Feasibility Gonii 1 identified!n S{>eciftc Term No.15.whether 80 ti(not the Property can be platted, developed arolor built on(now or in the 181 future).and What!twill cost-to do this.Buyer should not rely on any oral statements cer�i'ning this made 18 Mar, 2 Listing Broker yth$S tiler or Selling Broker:Buyer should inquire at the city or county,and vtirater,sewei or;nther special districts 182 Which the Property is located Buyer`s inquiry should include,but not.be limited to:.building or development moratoriums 184 applicable to or being considered forthe.Property;ciny special building requirements,including setbacks;height lir[rits or 185 restrictions on where buildings may be tonstiucted on the Property; whether the Property is affected by a flood zone, 1 wetlands,shorelands or other environmentally sensitive area; road,school,fire and.any otli growth mitigation or impact 187 86 fees that must be paid; file ptiocedure and length of time necessary to obtain plat approval and/or a building.permit 188 sufficient water,sewer and utiifty and any service connection charges;and all other charges-that must.be pai`d:.Buyer and 188 Buyer's agents,representatives, consultants, architects and engineers shall have the right,from time to tiriiQ during and 190 : after the feasibility contingency, to.enter onto the Property and to con iud any tests or studies that Buyer may need to 191 ascertain the condition and suitability of the Property for Buyer's intended Purpose. Buyer shall restore the Property.and 132 erty all improvements on the Prop to the same condition they were in priorto the inspection.Buyer shall be resporisible for 193 all damages resulting front.any inspection of the Property performed on Btiyel'B behalf. if the Buyer does not give notice 194 to,the contrary on or before the Feasibility Contingency Expiration Date'identified in Specific Term No.: 15, it shall be 195 conclusively deemed that;Buyer is satisfied as to development and/or construction feasibility and cost,if Buyer gives 196 notice this Agreement.shall terminafe and the Earnest Money shall be refunded to Buyer,less any unpaid costs. Seller shall cooperate with:Bu er!n abtainin 197 y g permits or other appravalg Buyer May reasonably require for BUyersi 198. Intended use of the Property;Provided that Seller shall notbe*gired to incur any liability.or expenses in doing so:_ 1913 v: .Subdivision. If.the.Property must be subdivided,Seller represents thai.there has been preliminary plat approval for the 20o Property and this Agreement is conditioned on the recording of the:final plat containing,the Property on or before the 2ol date specified in Specific Term No.14:If the final plat is not recorded by such date,.this.Agreement shaft terminate and 202 the Eamest Mcineyshall be refunded to Buyer W. Information Verification Period. Buyer shall have 10.d aye after mutual acceptance to verity all information provided2t34 from Seller or Listing Firrrt related to the Property,.This contingency shall be deemed satisfied unless Buyer gives notice identifying the materially inaccurate information within:10 days of mutual acceptance. If Buyer gives timely notice under 206 this section,then this Agreements"all terminate and the Earnest:Money shall be refunded to Buyer. X. Piopeity Condition DWelaimei. Buyer and.Seller agree,that except.as provided.ln this agreement,ail.repriaseritatians 2r]B and rnforrriation regarding.tile Property and the transaction are solely frrm the Seller or Buyer,.and not front any Broker. 2f59 The parties acknotivledge that the Brokers are not responsible for assuring that'the parties perform their obligations 210 under this Agreement.and that none of the Brokers has agreed to independently investigate or confirm any matter 2i1 related to.this transaction except as sfafad in this Agreement, or in a separate writing signed by such. Broker, in 2t2. addition, Brokers do not guarantee the value, quality or condition of the Property and some properties may contain 213 building materials,.Including siding, roofing, ceiling, insulation, electrical, and plumbing, that have been the subject of 219: lawsuits and/or governmental inquiry because of possible defects or health hazards. Some properties may have eater 215 defects arising after construction, such as drainage, leakage, pest, rot and mold problems. Brokers do not have the;218 expertis8 to identify or assess"def.e e products, mater ats, or conditions: Buyer is urged to use due diligence to 217 inspect:the Property'to Buyers satisfaction and to.totelrr lrtspeetors qualified to I¢eittify the presence of defective 118 materials Anil evaluate the condition of the property as there may be defects that may only be revealed by careful 219 inspection:Buyer is advised to investigate whether there is a sufficient wafer supply to meet Buyer's needs, Bu r is advised to investigate-the cost of Insurance for the Pro .e pp Y �: earthquake,landslide,and other available coverage: Buyer Property, that local ardinaances may reed to stct slQrt rentals of the Property. Brokers may assist the parties With locating and selecting third party sere :prdvlde:rs; such as.223 inspectors or contractors, but Brokers cannot guarantee or be responsible for the services provided by those third 224 parties.The parties..shall exercise theirown judgmertt:and due diligence;regarding third-party service providers. 225. Buyers Initials. Date t30yeYs Initials Date Setters rn!643 Date Settae.s Initials Date Form 22 L&A Land&Acreage Addendum CCopyright 2019. Rev.7119 Northwest Multiple LlsGng service Page of LAND AND ACREAGE ADDENDUM ALL.RI6F#r&RESERVED The following is part of the Purchase and Sale Agreement dated June 08,2020 1 between eChristopher Chamberlain Shelly Chamberlain uyer ("Buyer") buyer and Mason.County setter setter 4"feller) 3 concerning 2169 Lake.Boulevard Shelton WA 98584 "PAddress (the roperty"), 4 �4+ state :nes 1. BUYER ACKNOWLEDGMENTS: If:Buyer has any questions regarding the Property, Buyer is advised.to make 5 the Agreement subject to relevant>inspections,tests,surveys,and/or reports.BUYER ACKNOWLEDGES: 6 a. Buyer has observed and investigated the Property and has reached Buyer`s own conclusions as to the 7 adequacy, acceptability, and suitability of the Property and surrounding area, and the feasibility and 8 desirability of acquiring the Property for Buyer's intended use, based solely on Buyer s examination of the 9 Property. 10 b. A generally accepted method for identifying boundary lines and verifying.the size of the Property is to have it the Property surveyed, and comers identified and marked. A.survey will confirm that the legal description is 12 accurate and that any presumed fences or other boundary markings are correctly located. Neither the Listing 13 Broker nor the Selling Broker shall be responsible for any discrepancies in boundary lines, information 14:regarding the.size~of the Property,identification of easements or encroachment problems. 15 c. A generally accepted method for determining whether on-site sewage disposal systems may be installed on 16 the Property is to have tests.performed, such as "pert" tests,which are:approved by the.county for limited i7 time periods; Except as otherwise provided in the Agreement,.Buyer assumes the risk that the Property is is suitable for any needed on-site sewage disposal system:and related equipment 19 d, A generally accepted method for determining water quality from any well or other water delivery system is to 2t? have tests conducted by qualified professionals for organic.and'inorganic materials,including, but not limited 21 to bacteria, coliform, lead,arsenic, nitrates; and uranium.A generally accepted method for determining water 22 quantity produced by a well is to have a test conducted by experts to determine gallons per minute.,Buyer 23 understands that the results of such tests only provide Information regarding dater quality or quantity at the: 24 time of the test(s)and provide.no representation or guarantee that results with not change or vary at Other 25 26 times. e, if the Property is currently taxed at a reduced rate because a sp ecial classification such as open space, 27 agricultural,or forest land,and buyer is.to continue that use.Buyer understands approval from the county wilt 28 need to be obtained and that significant.increased taxes, back taxes, penalties and interest may be required. 2.9 to be paid if the use classification is changed or withdrawn at Closing or in the future. 30 f. A generally accepted method for determining they value of timber growing on the Property is to have a .31 qualified forester or forest products expert,"cruise'the:Property and give a written valuation. 32 g. On-site sewage systems should be.Inspected by qualified professionals licensed.by the local municipality-If 33 there is an on-site sewage system on the Property that has not been recently used, Buyer should consider . 34 conducting a pt,rge test and other inspections to determine whether there are any defects in the system. A 35 purge test consists of introducing water into the system to determine whether the system Is functioning 36 property. 37 h. Additional tests or inspections of the Property may be required by local or state goverrimerttal agencies before 38 title to the Property is transferred. 39 I. Seller may have entered into lease or rental agreements that extend beyond the Closing bate: .Buyer should 46 use due diligence to investigate such agreements. 41 J. Seller shall have the right to harvest all crops in the ordinary course of business until the Possession Date. 42 Buye*rsinitials Date Buyer's initials Date. Seller's Initials Date Seller's Initials Dale .Form 22L&A. Land 8 Acreage Addendum @Copyright2019 Rev.vig Northwest Multiple Listing Service Page 2 of 4 LAND AND ACRE,4:GE Ai:DENbUM ALL RIGHTS RESERVED 2. CONTINGENCIES: Continued 4 a. General corittitgencyr Provisions. This Agreement is.conditioned on the applicable contingencies .below. 44 The work to be performed shall be ttrtte ordered b the payment, except for the 45 Y PaKY responsible fair Feasibility Study(if applicable), and shall be. perforated by qualified professionals. If Seller is responsible.for 46 ordering the work and fails to timely do so,Seiler will be in breach of the Agreement; 47 b. Contingency Periods. The applicable contingency periods shalt commence on mutual acceptance of the: 48 Agreement, if Buyer gives notice of disapproval and teimirtati.oh of the Agreement within the applicable 49 contingency period, the Earnest Money shall be refunded to Buyer. If Buyer fails to give timely notice within 50 the applicable contingency period,then the respective contingency shall be deemed Waived. bt c. Contingencies., tte'ms checked below are to be. paid by Buyer or Seller as indicated below and are :52 contingencies to the Agreement.Notwithstanding the payltfent allocation provided.floc herelrl,if the Agreement 53 fails to.ciose.,as.a consequence of a Seller's breach,the costs of the following shalt be bome by the Seller:: 54 Paid by Paid by Contingency period 55 Buyer Sellet (10 days if not filled:in). 68 ❑ e I: Survey. Completion of survey to verify information regarding 30 days 57 the Property as listed in.1.(b), with results of the-:Wrvey"to be gg satisfactory to .Buyer in Buyer's sole discmtkwL Seller shall 59 provide any prior suiys of the Property to Buyer,if available. 60 ❑ it. _Pere Test. Perc .or similar test. conducted by,a qualified 60 days 61 professional, indicating that the Property is `suiable for installation of conventional septie.system and':drain field. If 83 the sale fails to close, the.party who paid for the pere test 64 shall fill in holes at their expense within two weeks of the 66 date the transaction is terminated: Earnest Money shall not 66 be refunded to Buyer until pert holes are filled to if this Is. 67 Buyer's responsibility. 68 O ❑ iii, On-Site Sewage System, The. onmsite sewage system pays ("OSS") shall be Inspected and if the inspector determines 70 necessary, pumped by a qualified_professional. If Seller had 71 this OSS inspected within months(12 months;K not 72 fitted rn)of mutual acceptance and Seller provides Boyer with T3 tnrritten evidence thereof, tnduding an inspection report;there T4 shall be no obligation.to Inspect and P14M the system unless 75 otherwise requrredi by Buyer's lender. if VA' financing is used, 7B Buyer's.lender may require certification of the OS$: If Seller 77 has not already conducted an inspection,Buyer shall.have the 7g right to.observe the in spection. 79. The OSS inspection:Q:shall, 13 shall not inciude a purge. t� tes;to determine if the OSS is functioning properly. 91. Seiler shall deliver to. Buyer the maintenance records, if a available,.of the OSS serrrtiig the Property within. t3 days(10 days if not filled in)of mutual acceptance. $4 ❑ iv. Water Quaility..Water quality and/or purity tests showingdays 80 water Meets the approval standards of the Department of ' 9; Ecology and the standards of.the governing county. Water 87 quality tests to be performed by a quallfted professional. gg Water quality andlor partly tests Q shall; Q shall rtoi be gg submitted to a private lab for further evaluation. 90 Buyer's.initials Date 8.1"ea Initials Date Seller's initials Date Seller's Initials Hate Form 22L&A Land&Acreage Addendum OCopyright 2019 Rev.7119 Northwest Multiple Listing Service Page 3 of a LAND AND ACREAGE ADDENDUM ALL RIGHTS RESERVED Continued ❑ ❑ V. Water Quantity. Water quantity tests(4 flour draw down test or other test selected by Buyer) showing a sustained days 91 flaw of 92 W g- P. m., which Buyer agrees will be g� adequate. to reasonably meet Buyer's needs. Water 94 quantity test to be performed by gpalified professional. 95 ❑ ❑ vi. Timber. Timber cruise conducted by a qualified forest ,clays 96 Products expert,of Buyer's choice,with results of the cruise 97 to be satisfactory to Buyer in Buyer's sole discretion. 98 3. ADDITIONAL PRGVISIONS(check as applicable). 99 0 Feasibility Study.If this box is checked,this paragraph supersedes and replaces the Feasif ility Contingency 199 set forth in Specific,Term 15 and General Term"u"of Form:25(Vacant.Land Purchase and Sale Agreement), 101 Completion of a feasibility study and determination, in Buyer's sole discretion, that the Property and any 102 MOWS affecting the Property including,without limitation,the condition of any Improvements to the Property, 103 the condition and capacity of irrigation pumps,system and wells,the adequacy of water rights for the Properly, 104 the licensure of wells, permitted or certificated water rights for the Property,the..location and size of any critical 105 area on the Property, the number and foeatiori of approved road approaches from public roads, and .the 106 presence of recorded access easements to the Property, p rty,are suitable.for Buyer's Intended uses),and that If its 107 feasible and advantageous for Buyer to acquire the Property in accordance with the Agreement:In.performing 108 any investigations,Buyer shall hot interfere with any existing tenants'operatiOnson the.property, 109 This feasibility study contingency shall conclusively be deemed waived unless within 70 not filled in) after mutual acceptance; Buyer.gives notice dies g feasibility {10 days if 110 disc feasibility y pprovin the feasibili study. If Buyer timely Ill pproves the feasibi!' stud and terminates the Agreement the Earnest Money shalt be refunded to Buyer. 112 • irrigation and Water.Seller represents that .there are ^__ shares of water rights applicable to the:Pro a irrigation/frost 113 p rty, all of which will be transferred to.Buyer at Closing.The parties should 114 consult with an attorney to facilitate the transfer of any water lights.. 115 ❑ Assignmen# and Assumption. At Closing; Seller will assign, transfer; and convey all of its right, title and 116 interest in, to and under any lease of the'Property and will represent and warrant to Buyer that, as Of the 117 Closing Date;there are no defaults under the leases and no condition exists or event has occurred or failed to 118 occur that with or without notice and the passage of time could ripen Into such.a default.At Closing,Buyer will 1.19 agree to defend, Indemnify and hold Seller harmless from and against any obligation udder the leases to the 120 extent delegated to and assumed by Buyer hereunder: 121 El Attorney Review. This Agreement is conditioned on review and approval by the parties'attorneys on or 122 before A party shall conclusively be deemed.to have waived this contingency unless 123 notice in.conformance with this.Agreement is provided to the other party by the foregoing date. 124 ❑ Accessories.The indicated accessories are items included in addition to those stated in Specific Tema 5 of 125 the Agreement: ❑polla.ble buildings; ❑sheds and other outbuildings; ❑garne feeders, ❑livestock feeders 126 and troughs; ❑irrigation equipment; L1.fuel.tanks; ❑ submersible pumps; U pressure tanks; ❑corrals and 127 pens; 0 gates and fences; ❑ chutes;!7 other:; 128 The value assigned to the personal property included in the sale shall be $ Seller warrants title°to,but not the condition of,th129 e personal property and shall convey it by bill of sale. 130 13 CRP Program. Buyer must assume all Conservation Reserve Program {"CRP"), Wetland Restoration Program 131 or similar program contracts and agree to continue them through the expiration date of each such contract. 132 All documentation.for the assumption shall be completed prior to the,Closing Date and must be approved by the USDA 133 or applicable government agency prior to Closing.Any applicable program payments shall be prorated as of Closing. 134 Seller shall deliver to shyer all documents related to such. r rams within P (10 days if not filled in) 135 after mutual acceptance; This Agreement is conditioned on Buyer's approval of the program documents.This f36 contingency shall be deemed.waived unless Buyer gives notice of disapproval within . days(5 days 137 if hot.filled in) after receipt of the program documents.. If Buyer gives timely notice of disapproval, the 138 Agreement shall terminate and the Earnest Money'."shall'be refunded t gives timely 139 Buyer's initials Date Buyer's ini6.als Date° Sellers Initials. Date Seller's initials Date - Form:22L&A Land S Acreage Addendum @Coppight 2019 Rev.7/19. Nor viwt Witiple.Listing.Service Page 4 04 LAND AND ACREAGE ADDENDUM ALL#IGl I75 t3ESERVED Continued CI 4. DOCUMENT REVIEW PERM;,If this box 1s Checked.SeU,t shall deliver'to Buyer a copy of the following 140. documents within (20 days if not'filled in)of mutual acceptance 141 142 143 If"Buyer,in Buyer's sole discretion,does.hat give notice of disapproval within days (15 days if 144 not filled inj of re..ceipt of the above documents or the date that the above.documents:are due; then this 145 document review period shall conclysjuely be deemed satisfied'(waived), If Buyer gives 'timely notice of. 146 disapproval,then this Agreement shall tenliinate and the Earnest Money shall.be refunded to Buyer. 147 L( S. ADDITIONAL INSPECT14Ns. If this bbx to che�d and if a quall6ed ptofessiorial performing any inspection 141i of the Property reCdhimertds:further evaluabbirt of the,Property;Buyershall have an additional 20 193 (1:4 days if not filled in)to obtain the:additional inspection at Buyer's option.mld expense. On or before the 1W grid of the applicable contingency period, Buyer :shall :provide a copy of the qualified professional's 151 recommendation and notice that Buyer will seek additional Inspections, If Buyer gives timely notice of 151 additional inopectiions, the applicable contingency period shall be replaced by the additional period specified IM above. The time for conducting the additional inspect%oris shall commence on the day after Buyer gives 154 notices under this paragraph, aid shall be determined as set forth in the Computatign.of Time paragraph*of 155 the Agreement. 156 6. TAX DESIGNATION:: 157 a, Classification of Property, Seller represents that the Property is classified as Q open space 158 Ll farm and agricultural Ci timberland under Chapter M..341;ttW,: 159 LJ b, Removal from Ciassificatiloia. Buyer shalt trot file a We of classification continuance at the time of 180 Closing and the Property shall be removed froip.its classification.Ail additional taxes, applicable interesf, 161 and penalties assessed by the county assessor when:the Property is removed from its classification shalt 162. be paid:by D Seller O Buyer EI both Setter and.Buyer in equal shares,(Seller if no box is checked); 163 t3 c. Notice of Classification Continuance.In order to retain this classification; Buyer"shall.execute a notice 164 of"classiffcation.continuance at or before the time of Closing: Seiler and Buyer shall.timely cornplete all 165 documents necessary to continue the classification. The notice of dassificatian continuance shall be 166 attached to.the real estate excise tak affidavit. Buyer acknowledgds`that if Buyer fails to execute a notice 167 of classification continuance, the county assessor must reassess the Property's taxable value and 168 retroactively impose addition..!:taxes,applicable interest;and penalties,which Buyer shad,pay; 169 All" k&121 Buyer's rnidals• pate Buyer's Initiais Date Seller's initials Date seilet's lifiliats D Form 22T Title Contingency Addendum @copyright 2015 Rev.M5 Northwest Multiple Listing Service Page 1 of 1 TITLE CONTINGENCY ADDENDUM TO ALL RIGHTS RESERVED PURCHASE&SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated, June.98,.2R2R i between. Christopher Chamberlatu Shell Chamberlain e („Buyer') CWYW 2 and Masou.County sue „ ("Seiler") 3 concerning 2169 Lake Boulevard Shelton. WA 98584 AWE CRYState (the"Property"). 4 1. Title Contingency.This Agreement is subject to Buyer's review of a preliminary commitment for title insurance, 5 together with any easements, covenants, conditions and restrictions of record. Buyer shall have 10 6 days(5 days if:not filled in)from If the date.of Buyer's receipt of the preliminary commitment for title insurance; 7 or 0 mutual acceptance (from the date Of Buyer's receipt, if neither box checked) to give notice of Buyer's 8 disapproval of:exceptions contained in the preliminary commitment. 9 Seiler shall have 5 days (5 days if not filled.in) after Buyer's notice of disapproval to give Buyer 10 notice that Seller wl-clear all disapproved exceptions: Seller shall have until the Closing Date to clear all 11 disapproved exceptions. 12 If Seller does.not give timely notice that Seller will clear all disapproved exceptions, Buyer may terminate this: 13 Agreement within 3 days after the deadline for Seller's notice. In the event Buyer elects to temiirl Agreement,the Earnest Morley shall be returned to Buyer ate the 14 If Buyer does not timely terminate the Agreement, 15 Buyer shall be deemed to have waived al objections to title,which Salter did not agree to clear. 16 2. Supplemental Title Reports. If supplemental title reports disclose new exception(s) to the title commitment 1.7 then the above tirrte periods and procedures for notice, correction, and termination for those new exceptions 18 shall.apply to the date of Buyer's receipt of the supplemental title.report.The Closing date shall be extended as 19 necessary to accommodate the fdregoing times for notices: 20 3. Marketable Title. This Addendum does not relieve Seiler of the obligation to provide marketable title at Closin as provided for in the Agreement. g 21 22 Buyer s Initials Da(s Buyer s Initials Date Seller's initials date Seller s Inlows Date Form 22E FIRPTA Certification @Copyright 2019 Rev.7/19 FIRPTA CERTIFICATION Northwest Multiple Listing Service Page 1 of 1 ALL RIGHTS RESERVED The Foreign investment in Real Property Tax Act ("FIRPTA' , 26 U.S.C. 1445, provides that a buyer of a U.S. real 1 Property interest must withhold tax if Seller Is a foreign person, unless one of the exceptions in the Act applies. The 2 following will inform Buyer and Closing Agent whether tax withholding is required. Note: The above law applies to foreign corporations, partnerships,trusts, estates and other foreign entities, as well 4 as to foreign individuals. If Seller Is a corporation, partnership, trust, estate or other entity, the terms"I" and"my" as 5 used below means the corporation or other entity. A "real property Interest" includes full or part ownership of land 6 and/or improvements thereon; leaseholds; options to acquire any of the foregoing; and an interest in foreign 7 corporations, partnerships,trusts or other entities holding U.S. real estate. 8 SELLER CERTIFICATION.Seller hereby certifies the following: PROPERTY.I am the Seller of real property id at: 9 2169 Lake Boulevard 10 Shelton Address WA 98594 ,1 or El(if(if no street address)legally described on the attached. State ZIP 12 CITIZENSHIP STATUS. I ❑ AM 0 AM NOT a non-resident alien (or a foreign corporation,foreign partnership, 13 foreign trust,foreign estate or other foreign business entity)for purposes of U.S. income taxation. TAXPAYER I.D. NUMBER. 14 My U.S.taxpayer identification number(e.g.social security number)is 15 ADDRESS. (rax I.D.number to be provided by Seller of Closing) 16 My home address is 17 Address Clty 18 Under penalties of perjury,I declare that I have examined this Certification and to the best of myState zip knowledge and belief 19 it is true, correct and complete. i understand that this Certification may be disclosed to the Internal Revenue Service ("IRS")and that any false statement I have made here could be punished by fine,imprisonment,or both. 20 Sollor Date 22 Senor Date BUYER CERTIFICATION(Only applicable if Seller is a non-resident alien). If Seller is a non-resident alien, and has not obtained a release from the IRS, then Closing Agent must withhold 24 15% of the amount realized from the sale and pay it to the IRS, unless Buyer certifies that the selected 25 statement below is correct: O Amount Realized 26 ($300,000 or less) and Family Residence=No Tax. (a)I certify that the total price that 1 27 am to pay for the property, including liabilities assumed and all other consideration to Seller, does not exceed $300,000; and (b) I certify that i or a member of my family* have definite plans to reside on the 28 property for at least 50% of the time that the property is used by any person during each of the first two 29 twelve month periods following the date of this sale. If Buyer certifies these statements,there is no tax. 30 31 ❑ Amount Realized (more than$300,000, but not exceeding $1,000,000)and Family Residence=10%Tax. 32 (a) I certify that the total price that I am to pay for the property, including liabilities assumed and all other 33 consideration to Seller, exceeds $300,000, but does not exceed $1,000,000; and (b) I certify that i or a 34 member of my family* have definite plans to reside on the property for at least 5o% of the time that the 35 property is used by any person during each of the first two twelve month periods following the date of this 36 sale. If Buyer certifies these statements,then Closing Agent must withhold 10%of the amount realized from 37 the sale and pay it to the iRS. * 38 (Defined in 11 U.S.C.267(c)(4).It includes brothers,sisters, spouse,ancestors and lineal descendants). 9 Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge and 40 belief both statements are true,correct and complete. I understand that this Certification may be disclosed to the 41 IRS and that any false statement I have made here could be punished by fine, imprisonment,or both. 42 Buyer 43 Date Buyer Date Form 22D Opgonal Clauses Addendum ®Copyright 2019 Rev.7/19 Northwest Multiple Listing Service Page 1 of 2 OPTIONAL CLAUSES ADDENDUM TO ALL RIGHTS RESERVED PURCHASE&SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated June 091.2020 1 between Chrhto her Chamberlain ShellyChamberlain Bayer ("Buyer") 2 and Mason Conn . Se of "Seller") 3 concerning`2169 take.Boulevsrd. Shelton WA 98584 41�re'� citys Aate (the"Property"). 4. CHECK IF INCLUDED: 1. 0 Square Footage/Lot Size/Encroachments.The Listing Broker and Selling Broker make no.tepresentations 6 concerning:(a)the lot size or the accuracy of any information provided by the Seller,(b)the square footage of 7 any improvements on the Property;(c)whether there are any encroachments(fences,rockeries, buildings)on 8 the Property,or by the Property on adjacent properties.Buyer Is advised to verify lot size,square footage and 9 encroachments to Buyer's own satisfaction. 10 2. Title Insurance.The.Title Insurance clause in the Agreement provides Seller is to.provide the then-current ALTA 11 form of Homeowner's_Policy of Title Insurance. The parties have the option to provide less cover a Standard owner's Policyor more coverage by selecting an Extended Coverage Policy; age by selecting 12 13 D .Standard Owner's Coverage. Seller authorizes Buyer's lender or Closing.Agent,at Seller's expense,to 14 apply for the then-current ALTA form of Owner's Policy of Titre insurance, together with horrieoviiner's 14 additional protection and inflation protection endorsements, if available at no additional cost,rather than 16 the Homeowner's Policy of Title insurance. O Extended Coverage:Seller authorizes:Buyer's lender or Closing 17 ly.for 18 an ALTA or comparable Extended.Coverage Policy of Title Insurance, rathereth nxthe Hometo owner's 19 Policy of Title insurance. Buyer shall pay the increased.costs associated with the Extended Coverage 20 Policy, including the excess premium over that charged for Homeowner's Policy of Title insurance and 21 the cost of any survey required.by the title insurer. 22 3. 0 Seller Cleaning: Seller shall clean the interiors of any structures and remove all trash, debris and rubbish 23 from the Property prior to Buyer taking possession. 24 4. 0 Personal Property. Unless otherwise agreed, Seiler shall. remove all personal the Property 2, property froth not later than the Possession bate.Any personal property remaining on the Property thereafter shall become 28 the property of Buyer,and may be retained or disposed of as Buyer determines. 27 S. ❑ Utilities.To the bestof Seller's knowledge,Seller represents that the Propedy is connected to a: ❑public water main;D publiesewer main; El septic tank:❑wells i 28 0 irrigation.water ( P�fY tyPe) (specify Provider) natural.gas,13 telephone; 0 29 El cable; El electricity;t]other 31 6. CIInsulation -New Construction; if this is new construction, Federal Trade Commissio the following to be filled in. If insulation has not yet been selected n Regulations require 32 FTC regulations require Seller to furnish 33 Buyer the information below in writing as soon as available WALL INSULATION:TYPE: 34 THICKNESS: R-VALUE..: 35 CEILING INSULATION:TYPE: THICKNESS: R-VALUE:. 36 OTHER INSULATION DATA: 37 7. ❑ Leased Property Review Period and Assumption: Buyer ackn are included. owledges that Seller leases the following '18 items of personal property that with the sale:E7 propane tank; 0 security system:,; dish and operating equipment; ❑other C] satellite 39 40 btu, 460 Buyers Initials Date. Buyer's Initials Date Seller's initials Date Sellers initials Date FoPm 22D Optional Clauses Addendum "Y IObt 2619 Rev.7719 Narthwest Multiple Usdng Service Page.2 of OPTIONAL,CLAUSES ADDENDUM TO ALL RIGHTS RESERVED PURCHASE&SALE AGREEMENT Continued Seiler shall..provide Boyer a copy of the lease for the selected items within days(5 nays if not filled 41 1[h). of mutuaf acceptance. if Buyer, in Buyer's sole discretion, does not give notice.of disapproval within 4 days(5 days if nothiled in)of receipt of the leases)or the date that the lease;(s)are,due.,whichever 43 is earlier,then this lease review period shall conclusively bo deemed satisfied(waived)and at Closing, Buyer 44 shall assume,the leases} for the selected ltem(s) and hold Seller harmless from and:against any further 45 obligation, liability;'or claim arising from the l.ease(s), if the lease(s) can be assumed: If Buyer 'gives timely 46 notice of disapproval;than this Areetttat t.sheli terminate-arrdthe Earnest Money shall.be refunded to Buyer. 47 t3. O Homeowners'Asabdiation Review Period. If the Property"is sub W tti a homeowners'assoaation or any 48 other assooiation, then Seller shall;.at Seller's expertise; provide Buyer a copy of the following documents(if 49 available froM the Association)within .days(1ti days if not filled in)of mutual acceptance: a a.. Association rules and regulations, including,but riot limited to architectural'guidelines; b. Associatian:bylaws and covenants,conditions,and'restrictioris(CC&Rs); 51 c, Association meeting minutes from the•prior.two 2 ears; Y . d. Association Board of Directors meeting minutes from the prior six(6)months;and 5354 e: Association financial statements from the prior two(2)years and current operating budget. 5.5. If Buyer, in Buyer's sole discretion,.does Trot give notice of disapproval within 5 days y ( days if not 56 filled in) of receipt of the:1 above documents or the date that the above documents: are due, whichever is 57 earlier, then; his homeowners'association review period shall conclusively be deemed satisfied (waived), if 68 Buyer gives 6. iely notice of disapprovai:,:then this Agreement shall terminate and the Earnest Money shall be 59 refunded to Buyer. 60 9. L1 Homeowners'Association Transfer Fee, If there[is'a transfer fee imposed by the homeowners'association sf or any other association(e.g a"move=tn"ar"moVe-out"fee).the fee shall be paid by the party as provided far .62 in the.association documents. If the assodation documents do not provide which party pays the,fee, the fee 6 shall be paid by 0 Buyer;U.Seller(Seiler if not filled in). 64 'IO 0 Excluded Item(s). The following item(s), that would otherwise:be included in"tare sale of the Property; is fi5 excluded from the sale ("Excluded.Items}"):.Seller shall repair any damage to the Property caused.by the. ss removal of the Excluded item(s).Excluded item(s); 67. ,66 69 11. C7 Home Warranty. Buyer and Seller acknowledge that home warranty Piais.are available which may provide 70 additional protection and benefits to Buyer and Seller.Buyer shall order a one-year home warranty as follows. 71, a. Home warranty provider: b. Seller shall par+yp to 72 $ (K0.0if trot filled in)of.the'cost for the home warranty, together 7a with any Included options,.and Buyer shall.pay any balance. 7 c. Options to be included:, ?5 (none,if not fillei#.!l* 76 d; Other: 12..17 Other. 78 79 96 81 r32 44' l� +/t't�.✓ jl$ Buyer's Initials Date Buyer`s initials Date Selle?s4nitials Data Se)tefs fniiiate Dais Form 22EF Evidence of Funds Addendum ©copyright 2019 A'ev.7/19 Northwest Multiple LisUng Service Page I of 1 EVIDENCE OF FUNDS ADDENDUM ALL RIGHTS RESERVED TO PURCHASE&SALE AGREEMENT The following is pad of the Purchase and Sale Agreement dated Jaae 08,,3020 _ 1 between.. Christopher C.ham6ertain e Shelly Chamherlatn („Buyer") 2 and Mason County Seller seller ("Seller") 3 concerning 2169 Lake Boulevard Shelton WA 98584 nadrass CZY swe zP {the"Property"). 4 I. DEFINITIONS. 5 a. "Evidence" means document 5 s) from a financial lnstitUtion(s) in the United States showing that Buyer has sufficient cash-or-cash equivalent in.United States funds. 7 b. "NorContingent Funds" means funds that Buyer currently has in its possession and.for which there is no 8 or equivalent); sale of Buyer's property (NW continmgency, such as financing.(NWMLS Form 22A AALS Form 9 22B or equivalent);or pending sate of Buyer's propeity(NWMLS Form 22Q;or equivalent). t0 c. "Contingent Funds"means funds that Buyer does not currently have, but expects to receive from another 11 source prior to Closing., and for which there Is.no contingency, such as a loan, proceeds:from the said of 12 other property orstoclt,retirement funds,foreign funds,a gift,or future earnings. 13 2. 0 EVIDENCE .OF NON-CONTINGENT FUNDS. Buyer is relying on Non-Contingent Funds for payment of the t4.Purchase Price. Buyer shall provide Evidence to Seller of such funds within . 3. days 3 days filled in. yme )of mutual acceptance. Unless Buyer discloses other sources of funds for the a y ( not 1 p nt of the Purchase 16 Price; Buyer represents that the Non-Contingent Funds are sufficient to pay the Purchase Price. Buyer shall not 17 use such Non-Contingent Funds for any purpose other than the purchase of.the Property without.Seller's prior 18 written consent. If Buyer fails to :timely ,provide such Evidence, Seiler fray give notice terminating this 19. Agreement any time Wore such Evidence is. provided. Upon. Seiler's notice of termination under this 20 Addendum,the Earnest Money shall be refunded to Buyer: 21 3. ❑ DISCLOSURE OF CONTINGENT FUNDS.Buyer is retying on Contingent Funds for the Purchase Price: 22 13 l;.oant Sale of the following owned by Buyer. 23 24 ❑Gift of$ from 25 ❑Funds:not readily convertible to liquid United States funds(describe): 26 27 ❑Other(describe). 28 Buyer shall provide Evidence to Seller days (10 days if not filled in) prior to Closing.that the funds 29 relied upon in Section 3 have been received or are immediately available to Buyer. If Buyer fiats.to timely 34 provide such Evidence, Seiler may give notice.terminating this Agreement anytime before such Evidence is 31 provided. Buyer shall provide Seller with additional information about such funds as may be reasonably 32 requested by Seller from time to time. Upon Seller's notice of termination under this Addendum, the Earnest .W Money shall be,refunded to Buyer. 34 If.BUyer disclosed that Buyer is obtaining a loan, Seller shalt perms#an appraisal of the Property and insPections 5 required by lender,.including but not limited to structural,. pest, heating, plumbin ,g, roof; electrical; septic, Arid 36 3 well inspections.Seller is not obligated topay for such:inspections unless otherwise agreed. .37 4. BUYER DEFAULT. If Buyer fails to titnely close because the Contingent Funds.Identified in Section 3 are not 38 available by Closing; Buyer'shall be in default and Seller shall be.entitled to remedies as:provided for in the 39 Agreement. Ec tb 40 Buyers Initials Date Buyers Initials Date Seller's initials Date Seller's Initials Date Firm 34 AddendumfAmendtne it to P&s Mopyright 2010. Rev..1/10 Northwest Multiple Uod,ng Service. Paga 1 of 1 ALL RIGHTS RESERVED ADDENDUM I AMENDMENT TO PURCHASE AND SALE-AOREEMENT The inllowirl is par},of the Purchase and Sale Agreement dated .lane 08,2020 between Christopher Chamberlain Shelly Chamberlain e (`Buyer") and Mason County saw 4 Seller - (Seiler")3 c6beeming 1169: Lake.Boulevard Shelton WA 98584 Gty (the" !roperCy");q. Slate �p IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: 5 1. .A.f closing seller to provide a Special.Warranty Deed or a Bargain.and Sale Deed. 2. Ciosing.shail,be 9 daya after the Redemption period is not-invoked by Mason County or no later tliaii 6 months from 7 Mutual Acceptance, Seller agrees to reimburse Buyers for Septic Design by Chris Elstrattof Advance Engineering and 8 Mason County Fees for septic application if title cannot be.transferred to the Buyers. 9 10 3, Seller&Listing Broker to re-verify property,rumens ons, Legal description attached NWMLS shows 1:1o,X160'not 1.1 12Qrx209' 12 4. Seller to remove any and all debris including.asphalt ou the: ro 1 s R . perty prior to elosilig, 1.4 1-5 1.6 17 18 1.9 20 21 22 23 24 25 26 27 28 29 30 - ALL OTHER TERMS AND CONDITIONS of said.Agreement remain unchanged.. 31 6A/20 b L-b12,0 Blmeslniti* Date Buyer's Initials Date A300ees initials Date. Seliers'Initials Daie Exhibit A Beginning at a paint on the previously constructed waterm4it, an Beverly Boulevard, said point being a y on Property tine of Lots 5 & 6,pBlr Block 7e1Bever yeHeightslQn Additlone tcommon o the City of Shelton as recorded in Volume 3, PAge 2 records of the Auditor, Mason County, Washington running thence , southwest along Beverly Boulevard tO the approximate platted centerline of VaMOUver Street, a distance of approximately 385 feet, °jtS MASON COUNTY t WASHINGTON 1FAXSU ER au SIMPLE SEARCH SALES SEARCH REETSIFTER COUNTY HOME PAGE CONTACT DISCLAIMER PAYMENT CART(0) Patti McLean Mason County Assessor 411 N 5TH ST Shelton,WA 98584 Assessor Treasurer Appraisal MapSifter Parcel Parcel#: 32030-51-07010 Owner Name: MASON COUNTY DOR Code: 91 - Undeveloped - Land Addressl: MASON COUNTY COURTHOUSE Situs: Address2: 411 N 5TH ST Map Number: City,State: SHELTON WA Status: EXEMPT FULL YEAR Zip: 985843400 Description: BEVERLY HEIGHTS BLK: 7 LOTS: 10-13 &ALLEY AD] Comment: 2020 Market Value 2020 Taxable Value 2020 Assessment Data - -..-------.__- Land: $49,715 1 Land: $0 District: 0001 -Tax District 0001 Improvements: $0 Improvements: $0 Current Use/DFL: No Permanent Crop: $0 Permanent Crop: $0 Total $49,715 Total $0 Total Acres: 0.58000 Ownership Owner's Name Ownership % Owner Type MASON COUNTY 100 % Owner Sales History No Sales History Historical Valuation Info Year Billed Owner Land Impr. PermCrop Value Total Exempt Taxable 2020 MASON COUNTY $49,715; $0 $0 $49,715 $49,715 $0 2019 MASON COUNTY $75,000 $0 $0 $75,000 $75,000 $0 2018 MASON COUNTY $85,000 $0 $0 $85,000 $85,000 $0 2017 MASON COUNTY $85,000 $0 $0 $85,000 $85,000 $0 2016 MASON COUNTY $85,000 $0 $0 $85,000 $85,000 $0 View Taxes Parcel Comments No Comments Available Property Images No images found. 1.0.7424.24455 Data current as of:6/9/2020 3:51 PM TX_RollYear_Search:2020 Mason County WA GIS Web Map EVER L •2142 E EVER � 32063051 21P B 320305101 4 Y,BLVD 32iD3 05 {; 21 E LUD- OE R EL D t � � ` u ; 14 ► � ; lk 2`1 K5,LAKE BLL',•1 p 'NOID5 *1003 . f 32130511IG 2-1 72 LAKE BLVD O t 6/9/2020, 3:20:28 PM 1:768 _ 0 0.01 0.01 0.02 mi tJ County Boundary 0 0.01 0.02 0.04 km Site Address (Zoom in to 1:5,000) El Tax Parcels (Zoom in to 1:30,000) Source: Esri, DigitalGlobe, GeoEye, Earthstar Geographics, CNESlAirbus DS,USDA,USGS.AeroGRID,IGN,and the GIS User Community Mason County WA GIS Web Map Application Richard Diaz I Earthstar Geographics MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Frank Pinter/Melissa Drewry DEPARTMENT: Support Services EXT: 589 BRIEFING DATE: June 15, 2020 PREVIOUS BRIEFING DATES: If this is a follow-up briefing, please provide only new information ITEM: An offer to purchase parcel 32021-59-03008 located on E. Hillcrest Drive, Shelton in the amount of$4,000. EXECUTIVE SUMMARY (If applicable, please include available options and potential solutions): This parcel is Tax Title and was deeded to Mason County on February 26, 2013. An attempt to sell was made at the 2019 Tax Title auction with no interested bidders. Per RCW 36.35.150(1)(d.) this parcel can be sold by direct negotiation within twelve months of the attempted auction. 2020 Market Value: $6,400 Current offer: $4,000 Contingencies: 22D (Optional Clauses), 22EF (Funds Evidence), 22LA (Land Acerage), 22 T (Title Contigency) Taxes: As of June 10, 2020, the back taxes owed are $1842.86 Other fees: Shorecrest Water $1400.00 OPTIONS: Accept offer and set public hearing in order to sell property Counter offer Refuse offer ATTACHMENTS: Purchase and Sale Agreement 2020 Assessor's Valuation Map Briefmg Summary 6/10/2020 Authenlisign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31 D ledunm Form 25 __-"_w- ©Copyright 2019 Vacant Land Purchase&Sale &*Gmw- Northwest Multiple Listing Service Rev.7/19 VACANT LAND PURCHASE AND SALE AGREEMENT ALL RIGHTS RESERVED Page 1 of 5 SPECIFIC TERMS 1. Date: June 10,2020 MLS No.: 1604481 Offer Expiration Date: 6/17/2020 2. Buyer: Justin a A Hanson Buyer Buyer Status 3. Seller: Mason County Seller Seller 4. Property: Legal Description attached as Exhibit A. Tax Parcel No(s).: 320215903008 410 E Hillcrest Drive Shelton Mason WA 98584 Address City County State Zap 5. Purchase Price: $ 4,000.00 Four Thousand Dollars 6. Earnest Money: $ 1,000.00 14 Check; ❑ Note; ❑ Other (held by❑ Selling Firm; ❑ Closing Agent) 7. Default: (check only one) 0 Forfeiture of Earnest Money; ❑Seller's Election of Remedies 8. Title Insurance Company: Mason County Title 9. Closing Agent: Colleen Reamer Company Individual(optional) 10. Closing Date: 6/30/2020 Possession Date: ❑ on Closing; ❑Other 11. Services of Closing Agent for Payment of Utilities: 0 Requested(attach NWMLS Form 22K); ❑Waived 12. Charges/Assessments Levied Before but Due After Closing: ❑assumed by Buyer;m prepaid in full by Seller at Closing 13. Seller Citizenship(FIRPTA): Seller❑ is; 621 is not a foreign person for purposes of U.S. income taxation 14. Subdivision:The Property: ❑must be subdivided before ; 0 is not required to be subdivided 15. Feasibility Contingency Expiration Date: 0 0 days after mutual acceptance; ❑Other 16. Agency Disclosure: Selling Broker represents: 0 Buyer; ❑ Seller; ❑both parties; ❑ neither party Listing Broker represents: 0 Seller; ❑ both parties 17. Addenda: 22D(Optional Clauses) 22EF(Funds Evidence) 22LA(Land/Acreage) 22T(Title Contingency) Authenfi.GN" 06/10/2020 aor Date Seller's Signature Date Buyer's Signature Date Seller's Signature Date Buyer's Address Seller's Address City,State,Zip City,State,Zip (360)427-9670 Phone No. Fax No. Phone No. Fax No. j ustinhanson 1976@gmail.com Buyer's E-mail Address Seller's E-mail Address Richard Beckman Rlty Group LLC 4537 Richard Beckman Rlty Group LLC 4537 Selling Firm MLS Office No. Listing Firm MLS Office No. Brandon Armstrong 113442 Richard Beckman 55681 Selling Broker(Print) MLS LAG No. Listing Broker(Print) MLS LAG No. (360)426-5521 (360)789-1892 (360)426-1645 (360)426-5521 (360)790-1921 (360)426-1645 Firm Phone No. Broker Phone No. Firm Fax No. Firm Phone No. Broker Phone No. Firm Fax No. mail@RichardBeckman.com mail@RichardBeckman.com Selling Firm Document E-mail Address Listing Firm Document E-mail Address brandon@richardbeckman.com richard@richardbeckman.com Selling Broker's E-mail Address Listing Broker's E-mail Address 129390 9628 98421 9628 Selling Broker DOL License No. Selling Firm DOL License No. Listing Broker DOL License No. Listing Firm DOL License No. Authentlslgn ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Form 25 ©Copyright 2019 Vacant Land Purchase&Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev.7/19 ALL RIGHTS RESERVED Page 2 of 5 GENERAL TERMS Continued a. Purchase Price. Buyer shall pay to Seller the Purchase Price, including the Earnest Money, in cash at Closing, unless 1 otherwise specified in this Agreement. Buyer represents that Buyer has sufficient funds to close this sale in accordance 2 with this Agreement and is not relying on any contingent source of funds, including funds from loans, the sale of other 3 property, gifts, retirement, or future earnings, except to the extent otherwise specified in this Agreement. The parties 4 shall use caution when wiring funds to avoid potential wire fraud. Before wiring funds, the party wiring funds shall take 5 steps to confirm any wire instructions via an independently verified phone number and other appropriate measures. 6 b. Earnest Money. Buyer shall deliver the Earnest Money within 2 days after mutual acceptance to Selling Broker or to 7 Closing Agent. If Buyer delivers the Earnest Money to Selling Broker, Selling Broker will deposit any check to be held by 8 Selling Firm, or deliver any Earnest Money to be held by Closing Agent, within 3 days of receipt or mutual acceptance, 9 whichever occurs later. If the Earnest Money is held by Selling Firm and is over$10,000.00 it shall be deposited into an 10 interest bearing trust account in Selling Firm's name provided that Buyer completes an IRS Form W-9. Interest, if any, 11 after deduction of bank charges and fees, will be paid to Buyer. Buyer shall reimburse Selling Firm for bank charges 12 and fees in excess of the interest earned, if any. If the Earnest Money held by Selling Firm is over $10,000.00 Buyer 13 has the option to require Selling Firm to deposit the Earnest Money into the Housing Trust Fund Account, with the 14 interest paid to the State Treasurer, if both Seller and Buyer so agree in writing. If the Buyer does not complete an IRS 15 Form W-9 before Selling Firm must deposit the Earnest Money or the Earnest Money is$10,000.00 or less, the Earnest 16 Money shall be deposited into the Housing Trust Fund Account. Selling Firm may transfer the Earnest Money to Closing 17 Agent at Closing. If all or part of the Earnest Money is to be refunded to Buyer and any such costs remain unpaid, the 18 Selling Firm or Closing Agent may deduct and pay them therefrom. The parties instruct Closing Agent to provide written 19 verification of receipt of the Earnest Money and notice of dishonor of any check to the parties and Brokers at the 20 addresses and/or fax numbers provided herein. 21 Upon termination of this Agreement, a party or the Closing Agent may deliver a form authorizing the release of Earnest 22 Money to the other party or the parties.The party(s) shall execute such form and deliver the same to the Closing Agent. 23 If either party fails to execute the release form, a party may make a written demand to the Closing Agent for the Earnest 24 Money. Pursuant to RCW 64.04, Closing Agent shall deliver notice of the demand to the other party within 15 days. If 25 the other party does not object to the demand within 20 days of Closing Agent's notice, Closing Agent shall disburse the 26 Earnest Money to the party making the demand within 10 days of the expiration of the 20 day period. If Closing Agent 27 timely receives an objection or an inconsistent demand from the other party, Closing Agent shall commence an 28 interpleader action within 60 days of such objection or inconsistent demand, unless the parties provide subsequent 29 consistent instructions to Closing Agent to disburse the earnest money or refrain from commencing an interpleader 30 action for a specified period of time. Pursuant to RCW 4.28.080, the parties consent to service of the summons and 31 complaint for an interpleader action by first class mail, postage prepaid at the party's usual mailing address or the 32 address identified in this Agreement. If the Closing Agent complies with the preceding process, each party shall be 33 deemed to have released Closing Agent from any and all claims or liability related to the disbursal of the Earnest 34 Money. If either party fails to authorize the release of the Earnest Money to the other party when required to do so 35 under this Agreement, that party shall be in breach of this Agreement. For the purposes of this section, the term Closing 36 Agent includes a Seising Firm holding the Earnest Money. The parties authorize the party commencing an interpleader 37 action to deduct up to$500.00 for the costs thereof. 38 c. Condition of Title. Unless otherwise specified in this Agreement, title to the Property shall be marketable at Closing. 39 The following shall not cause the title to be unmarketable: rights, reservations, covenants, conditions and restrictions, 40 presently of record and general to the area; easements and encroachments, not materially affecting the value of or 41 unduly interfering with Buyer's reasonable use of the Property; and reserved oil and/or mining rights. Seller shall not 42 convey or reserve any oil and/or mineral rights after mutual acceptance without Buyer's written consent. Monetary 43 encumbrances or liens not assumed by Buyer, shall be paid or discharged by Seller on or before Closing. Title shall be 44 conveyed by a Statutory Warranty Deed. If this Agreement is for conveyance of a buyer's interest in a Real Estate 45 Contract, the Statutory Warranty Deed shall include a buyer's assignment of the contract sufficient to convey after 46 acquired title. If the Property has been short platted, the Short Plat number is in the Legal Description. 47 d. Title Insurance. Seller authorizes Buyer's lender or Closing Agent, at Seller's expense, to apply for the then-current 48 ALTA form of standard form owner's policy of title insurance from the Title Insurance Company. If Seller previously 49 received a preliminary commitment from a Title Insurance Company that Buyer declines to use, Buyer shall pay any 50 cancellation fees owing to the original Title Insurance Company. Otherwise, the party applying for title insurance shall 51 pay any title cancellation fee, in the event such a fee is assessed. The Title Insurance Company shall send a copy of 52 the preliminary commitment to Seller, Listing Broker, Buyer and Selling Broker. The preliminary commitment, and the 53 title policy to be issued, shall contain no exceptions other than the General Exclusions and Exceptions in said standard 54 form and Special Exceptions consistent with the Condition of Title herein provided. If title cannot be made so insurable 55 prior to the Closing Date, then as Buyer's sole and exclusive remedy, the Earnest Money shall, unless Buyer elects to 56 waive such defects or encumbrances, be refunded to the Buyer, less any unpaid costs described in this Agreement, and 57 this Agreement shall thereupon be terminated. Buyer shall have no right to specific performance or damages as a 58 consequence of Seller's inability to provide insurable title. 59 V1 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentlsign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Form 25 ©Copyright 2019 Vacant Land Purchase&Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev.7/19 ALL RIGHTS RESERVED Page 3 of 5 GENERAL TERMS Continued e. Closing and Possession. This sale shall be closed by the Closing Agent on the Closing Date. "Closing" means the 60 date on which all documents are recorded and the sale proceeds are available to Seller. If the Closing Date falls on a 61 Saturday, Sunday, legal holiday as defined in RCW 1.16.050, or day when the county recording office is closed, the 62 Closing Agent shall close the transaction on the next day that is not a Saturday, Sunday, legal holiday, or day when the 63 county recording office is closed. Buyer shall be entitled to possession at 9:00 p.m. on the Possession Date. Seller shall 64 maintain the Property in its present condition, normal wear and tear excepted, until the Buyer is provided possession. 65 Buyer reserves the right to walk through the Property within 5 days of Closing to verify that Seller has maintained the 66 Property as required by this paragraph. Seller shall not enter into or modify existing leases or rental agreements, 67 service contracts, or other agreements affecting the Property which have terms extending beyond Closing without first 68 obtaining Buyer's consent,which shall not be unreasonably withheld. 69 f. Section 1031 Like-Kind Exchange. If either Buyer or Seller intends for this transaction to be a part of a Section 1031 70 like-kind exchange, then the other party shall cooperate in the completion of the like-kind exchange so long as the 71 cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys' fees and 72 costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating 73 party at or prior to Closing. Notwithstanding the Assignment paragraph of this Agreement, any party completing a 74 Section 1031 like-kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the 75 purposes of completing a reverse exchange. 76 g. Closing Costs and Prorations and Charges and Assessments. Seller and Buyer shall each pay one-half of the 77 escrow fee unless otherwise required by applicable FHA or VA regulations. Taxes for the current year, rent, interest, 78 and lienable homeowner's association dues shall be prorated as of Closing. Buyer shall pay Buyer's loan costs, 79 including credit report, appraisal charge and lender's title insurance, unless provided otherwise in this Agreement. If any 80 payments are delinquent on encumbrances which will remain after Closing, Closing Agent is instructed to pay such 81 delinquencies at Closing from money due, or to be paid by, Seller. Buyer shall pay for remaining fuel in the fuel tank if, 82 prior to Closing, Seller obtains a written statement from the supplier as to the quantity and current price and provides 83 such statement to the Closing Agent. Seller shall pay all utility charges, including unbilled charges. Unless waived in 84 Specific Term No. 11, Seller and Buyer request the services of Closing Agent in disbursing funds necessary to satisfy 85 unpaid utility charges in accordance with RCW 60.80 and Seller shall provide the names and addresses of all utilities 86 providing service to the Property and having lien rights (attach NWMLS Form 22K Identification of Utilities or 87 equivalent). 88 Buyer is advised to verify the existence and amount of any local improvement district, capacity or impact charges or 89 other assessments that may be charged against the Property before or after Closing. Seller will pay such charges that 90 are or become due on or before Closing. Charges levied before Closing, but becoming due after Closing shall be paid 91 as agreed in Specific Term No.12. 92 h. Sale Information. Listing Broker and Selling Broker are authorized to report this Agreement (including price and all 93 terms)to the Multiple Listing Service that published it and to its members, financing institutions, appraisers, and anyone 94 else related to this sale. Buyer and Seller expressly authorize all Closing Agents, appraisers, title insurance companies, 95 and others related to this Sale, to furnish the Listing Broker and/or Selling Broker, on request, any and all information 96 and copies of documents concerning this sale. 97 i. Seller Citizenship and FIRPTA. Seller warrants that the identification of Seller's citizenship status for purposes of U.S. 98 income taxation in Specific Term No. 13 is correct. Seller shall execute a certification (NWMLS Form 22E or equivalent) 99 under the Foreign Investment In Real Property Tax Act("FIRPTA") at Closing and provide the certification to the Closing 100 Agent. If Seller is a foreign person for purposes of U.S. income taxation, and this transaction is not otherwise exempt 101 from FIRPTA, Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue Service. 102 j. Notices and Delivery of Documents. Any notice related to this Agreement (including revocations of offers or 103 counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and shall be deemed delivered 104 only when the notice is received by Seller, by Listing Broker, or at the licensed office of Listing Broker. Notices to Buyer 105 must be signed by at least one Seller and shall be deemed delivered only when the notice is received by Buyer, by 106 Selling Broker, or at the licensed office of Selling Broker. Documents related to this Agreement, such as NWMLS Form 107 17C, Information on Lead-Based Paint and Lead-Based Paint Hazards, Public Offering Statement or Resale Certificate, 108 and all other documents shall be delivered pursuant to this paragraph. Buyer and Seller must keep Selling Broker and 109 Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. 110 Facsimile transmission of any notice or document shall constitute delivery. E-mail transmission of any notice or 111 document(or a direct link to such notice or document) shall constitute delivery when: (i)the e-mail is sent to both Selling 112 Broker and Selling Firm or both Listing Broker and Listing Firm at the e-mail addresses specified on page one of this 113 Agreement; or(ii) Selling Broker or Listing Broker provide written acknowledgment of receipt of the e-mail (an automatic 114 e-mail reply does not constitute written acknowledgment). At the request of either party, or the Closing Agent, the 115 parties will confirm facsimile or e-mail transmitted signatures by signing an original document. 116 C�>> 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentisign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Form 25 ©Copyright 2019 Vacant Land Purchase&Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev.7/19 ALL RIGHTS RESERVED Page 4 of 5 GENERAL TERMS Continued k. Computation of Time. Unless otherwise specified in this Agreement, any period of time measured in days and stated 117 in this Agreement shall start on the day following the event commencing the period and shall expire at 9:00 p.m. of the 118 last calendar day of the specified period of time. Except for the Possession Date, if the last day is a Saturday, Sunday 119 or legal holiday as defined in RCW 1.16.050, the specified period of time shall expire on the next day that is not a 120 Saturday, Sunday or legal holiday. Any specified period of 5 days or less, except for any time period relating to the 121 Possesion Date, shall not include Saturdays, Sundays or legal holidays. If the parties agree that an event will occur on a 122 specific calendar date, the event shall occur on that date, except for the Closing Date, which, if it falls on a Saturday, 123 Sunday, legal holiday as defined in RCW 1.16.050, or day when the county recording office is closed, shall occur on the 124 next day that is not a Saturday, Sunday, legal holiday, or day when the county recording office is closed. If the parties 125 agree upon and attach a legal description after this Agreement is signed by the offeree and delivered to the offeror, then 126 for the purposes of computing time, mutual acceptance shall be deemed to be on the date of delivery of an accepted 127 offer or counteroffer to the offeror, rather than on the date the legal description is attached. Time is of the essence of 128 this Agreement. 129 I. Integration and Electronic Signatures. This Agreement constitutes the entire understanding between the parties and 130 supersedes all prior or contemporaneous understandings and representations. No modification of this Agreement shall 131 be effective unless agreed in writing and signed by Buyer and Seller. The parties acknowledge that a signature in 132 electronic form has the same legal effect and validity as a handwritten signature. 133 m. Assignment. Buyer may not assign this Agreement, or Buyer's rights hereunder, without Seller's prior written consent, 134 unless the parties indicate that assignment is permitted by the addition of "and/or assigns" on the line identifying the 135 Buyer on the first page of this Agreement. 136 n. Default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then the following 137 provision, as identified in Specific Term No. 7, shall apply: 138 I. Forfeiture of Earnest Money. That portion of the Earnest Money that does not exceed five percent (5%) of the 139 Purchase Price shall be forfeited to the Seller as the sole and exclusive remedy available to Seller for such failure. 140 ii. Seller's Election of Remedies. Seller may, at Seller's option, (a) keep the Earnest Money as liquidated damages 141 as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual 142 damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue 143 any other rights or remedies available at law or equity. 144 o. Professional Advice and Attorneys' Fees. Buyer and Seller are advised to seek the counsel of an attorney and a 145 certified public accountant to review the terms of this Agreement. Buyer and Seller shall pay their own fees incurred for 146 such review. However, if Buyer or Seller institutes suit against the other concerning this Agreement, or if the party 147 holding the Earnest Money commences an interpleader action, the prevailing party is entitled to reasonable attorneys' 148 fees and expenses. 149 p. Offer. This offer must be accepted by 9:00 p.m. on the Offer Expiration Date, unless sooner withdrawn. Acceptance 150 shall not be effective until a signed copy is received by the other party, by the other party's broker, or at the licensed 151 office of the other party's broker pursuant to General Term j. If this offer is not so accepted, it shall lapse and any 152 Earnest Money shall be refunded to Buyer. 153 q. Counteroffer. Any change in the terms presented in an offer or counteroffer, other than the insertion of or change to 154 Seller's name and Seller's warranty of citizenship status, shall be considered a counteroffer. If a party makes a 155 counteroffer, then the other party shall have until 9:00 p.m, on the counteroffer expiration date to accept that 156 counteroffer, unless sooner withdrawn. Acceptance shall not be effective until a signed copy is received by the other 157 party, the other party's broker, or at the licensed office of the other party's broker pursuant to General Term j. If the 158 counteroffer is not so accepted, it shall lapse and any Earnest Money shall be refunded to Buyer. 159 r. Offer and Counteroffer Expiration Date. If no expiration date is specified for an offer/counteroffer, the 160 offer/counteroffer shall expire 2 days after the offer/counteroffer is delivered by the party making the offer/counteroffer, 161 unless sooner withdrawn. 162 s. Agency Disclosure. Selling Firm, Selling Firm's Designated Broker, Selling Broker's Branch Manager (if any) and 163 Selling Broker's Managing Broker (if any) represent the same party that Selling Broker represents. Listing Firm, Listing 164 Firm's Designated Broker, Listing Broker's Branch Manager (if any), and Listing Broker's Managing Broker (if any) 165 represent the same party that the Listing Broker represents. If Selling Broker and Listing Broker are different persons 166 affiliated with the same Firm, then both Buyer and Seller confirm their consent to Designated Broker, Branch Manager 167 (if any), and Managing Broker(if any) representing both parties as dual agents. If Selling Broker and Listing Broker are 168 the same person representing both parties then both Buyer and Seller confirm their consent to that person and his/her 169 Designated Broker, Branch Manager(if any), and Managing Broker(if any) representing both parties as dual agents. All 170 parties acknowledge receipt of the pamphlet entitled "The Law of Real Estate Agency." 171 J—I 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentlsign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31 D Form 25 ©Copyright 2019 Vacant Land Purchase&Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev.7/19 ALL RIGHTS RESERVED Page 5 of 5 GENERAL TERMS Continued t. Commission. Seller and Buyer shall pay a commission in accordance with any listing or commission agreement to 172 which they are a party. The Listing Firm's commission shall be apportioned between Listing Firm and Selling Firm as 173 specified in the listing. Seller and Buyer hereby consent to Listing Firm or Selling Firm receiving compensation from 174 more than one party. Seller and Buyer hereby assign to Listing Firm and Selling Firm, as applicable, a portion of their 175 funds in escrow equal to such commission(s) and irrevocably instruct the Closing Agent to disburse the commission(s) 176 directly to the Firm(s). In any action by Listing or Selling Firm to enforce this paragraph, the prevailing party is entitled to 177 court costs and reasonable attorneys'fees. Seller and Buyer agree that the Firms are intended third party beneficiaries 178 under this Agreement. 179 u. Feasibility Contingency. It is the Buyer's responsibility to verify before the Feasibility Contingency Expiration Date 180 identified in Specific Term No.15 whether or not the Property can be platted, developed and/or built on (now or in the 181 future) and what it will cost to do this. Buyer should not rely on any oral statements concerning this made by the Seller, 182 Listing Broker or Selling Broker. Buyer should inquire at the city or county, and water, sewer or other special districts in 183 which the Property is located. Buyer's inquiry should include, but not be limited to: building or development moratoriums 184 applicable to or being considered for the Property; any special building requirements, including setbacks, height limits or 185 restrictions on where buildings may be constructed on the Property; whether the Property is affected by a flood zone, 186 wetlands, shorelands or other environmentally sensitive area; road, school, fire and any other growth mitigation or impact 187 fees that must be paid; the procedure and length of time necessary to obtain plat approval and/or a building permit; 188 sufficient water, sewer and utility and any service connection charges; and all other charges that must be paid. Buyer and 189 Buyer's agents, representatives, consultants, architects and engineers shall have the right, from time to time during and 190 after the feasibility contingency, to enter onto the Property and to conduct any tests or studies that Buyer may need to 191 ascertain the condition and suitability of the Property for Buyer's intended purpose. Buyer shall restore the Property and 192 all improvements on the Property to the same condition they were in prior to the inspection. Buyer shall be responsible for 193 all damages resulting from any inspection of the Property performed on Buyer's behalf. If the Buyer does not give notice 194 to the contrary on or before the Feasibility Contingency Expiration Date identified in Specific Term No. 15, it shall be 195 conclusively deemed that Buyer is satisfied as to development and/or construction feasibility and cost. If Buyer gives 196 notice this Agreement shall terminate and the Earnest Money shall be refunded to Buyer, less any unpaid costs. 197 Seller shall cooperate with Buyer in obtaining permits or other approvals Buyer may reasonably require for Buyer's 198 intended use of the Property; provided that Seller shall not be required to incur any liability or expenses in doing so. 199 v. Subdivision. If the Property must be subdivided, Seller represents that there has been preliminary plat approval for the 200 Property and this Agreement is conditioned on the recording of the final plat containing the Property on or before the 201 date specified in Specific Term No. 14. If the final plat is not recorded by such date, this Agreement shall terminate and 202 the Earnest Money shall be refunded to Buyer. 203 w. Information Verification Period. Buyer shall have 10 days after mutual acceptance to verify all information provided 204 from Seller or Listing Firm related to the Property. This contingency shall be deemed satisfied unless Buyer gives notice 205 identifying the materially inaccurate information within 10 days of mutual acceptance. If Buyer gives timely notice under 206 this section, then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. 207 x. Property Condition Disclaimer. Buyer and Seller agree, that except as provided in this Agreement, all representations 208 and information regarding the Property and the transaction are solely from the Seller or Buyer, and not from any Broker. 209 The parties acknowledge that the Brokers are not responsible for assuring that the parties perform their obligations 210 under this Agreement and that none of the Brokers has agreed to independently investigate or confirm any matter 211 related to this transaction except as stated in this Agreement, or in a separate writing signed by such Broker. In 212 addition, Brokers do not guarantee the value, quality or condition of the Property and some properties may contain 213 building materials, including siding, roofing, ceiling, insulation, electrical, and plumbing, that have been the subject of 214 lawsuits and/or governmental inquiry because of possible defects or health hazards. Some properties may have other 215 defects arising after construction, such as drainage, leakage, pest, rot and mold problems. Brokers do not have the 216 expertise to identify or assess defective products, materials, or conditions. Buyer is urged to use due diligence to 217 inspect the Property to Buyer's satisfaction and to retain inspectors qualified to identify the presence of defective 218 materials and evaluate the condition of the Property as there may be defects that may only be revealed by careful 219 inspection. Buyer is advised to investigate whether there is a sufficient water supply to meet Buyer's needs. Buyer is 220 advised to investigate the cost of insurance for the Property, including, but not limited to homeowner's, flood, 221 earthquake, landslide, and other available coverage. Buyer acknowledges that local ordinances may restrict short term 222 rentals of the Property. Brokers may assist the parties with locating and selecting third party service providers, such as 223 inspectors or contractors, but Brokers cannot guarantee or be responsible for the services provided by those third 224 parties.The parties shall exercise their own judgment and due diligence regarding third-party service providers. 225 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentisign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Qhw-'�d Form 22D d� ©Copyright 2019 Optional Clauses Addendum Northwest Multiple Listing Service Rev.7/19 OPTIONAL CLAUSES ADDENDUM TO ALL RIGHTS RESERVED Page 1 of 2 PURCHASE&SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated June 10,2020 1 between Justin a A Hanson ("Buyer") 2 Buyer Buyer and Mason County ("Seller") 3 Seller Seller concerning 410 E Hillcrest Drive Shelton WA 98584 (the"Property"). 4 Address City State Zip CHECK IF INCLUDED: 5 1. 14 Square Footage/Lot Size/Encroachments. The Listing Broker and Selling Broker make no representations 6 concerning: (a)the lot size or the accuracy of any information provided by the Seller; (b)the square footage of 7 any improvements on the Property; (c)whether there are any encroachments (fences, rockeries, buildings)on 8 the Property, or by the Property on adjacent properties. Buyer is advised to verify lot size, square footage and 9 encroachments to Buyer's own satisfaction. 10 2. Title Insurance. The Title Insurance clause in the Agreement provides Seller is to provide the then-current ALTA 11 form of Homeowner's Policy of Title Insurance. The parties have the option to provide less coverage by selecting 12 a Standard Owner's Policy or more coverage by selecting an Extended Coverage Policy: 13 ❑ Standard Owner's Coverage. Seller authorizes Buyer's lender or Closing Agent, at Seller's expense, to 14 apply for the then-current ALTA form of Owner's Policy of Title Insurance, together with homeowner's 15 additional protection and inflation protection endorsements, if available at no additional cost, rather than 16 the Homeowner's Policy of Title Insurance. 17 ❑ Extended Coverage. Seller authorizes Buyer's lender or Closing Agent, at Seller's expense to apply for 18 an ALTA or comparable Extended Coverage Policy of Title Insurance, rather than the Homeowner's 19 Policy of Title Insurance. Buyer shall pay the increased costs associated with the Extended Coverage 20 Policy, including the excess premium over that charged for Homeowner's Policy of Title Insurance and 21 the cost of any survey required by the title insurer. 22 3. ❑ Seller Cleaning. Seller shall clean the interiors of any structures and remove all trash, debris and rubbish 23 from the Property prior to Buyer taking possession. 24 4. ❑ Personal Property. Unless otherwise agreed, Seller shall remove all personal property from the Property 25 not later than the Possession Date. Any personal property remaining on the Property thereafter shall become 26 the property of Buyer, and may be retained or disposed of as Buyer determines. 27 5. ❑ Utilities.To the best of Seller's knowledge, Seller represents that the Property is connected to a: 28 ❑ public water main; ❑ public sewer main; ❑ septic tank; ❑well (specify type) 29 ❑ irrigation water(specify provider) ; ❑ natural gas; ❑ telephone; 30 ❑ cable; ❑ electricity; ❑ other . 31 6. ❑ Insulation - New Construction. If this is new construction, Federal Trade Commission Regulations require 32 the following to be filled in. If insulation has not yet been selected, FTC regulations require Seller to furnish 33 Buyer the information below in writing as soon as available: 34 WALL INSULATION: TYPE: THICKNESS: R-VALUE: 35 CEILING INSULATION: TYPE: THICKNESS: R-VALUE: 36 OTHER INSULATION DATA: 37 7. ❑ Leased Property Review Period and Assumption. Buyer acknowledges that Seller leases the following 38 items of personal property that are included with the sale: ❑ propane tank; ❑ security system; ❑ satellite 39 dish and operating equipment; ❑ other 40 P-1 1 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentisign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31 D Form 22D ©Copyright 2019 Optional Clauses Addendum Northwest Multiple Listing Service Rev.7119 OPTIONAL CLAUSES ADDENDUM TO ALL RIGHTS RESERVED Page 2 of 2 PURCHASE&SALE AGREEMENT Continued Seller shall provide Buyer a copy of the lease for the selected items within days (5 days if not filled 41 in) of mutual acceptance. If Buyer, in Buyer's sole discretion, does not give notice of disapproval within 42 days (5 days if not filled in) of receipt of the lease(s) or the date that the lease(s) are due, whichever 43 is earlier, then this lease review period shall conclusively be deemed satisfied (waived) and at Closing, Buyer 44 shall assume the lease(s) for the selected item(s) and hold Seller harmless from and against any further 45 obligation, liability, or claim arising from the lease(s), if the lease(s) can be assumed. If Buyer gives timely 46 notice of disapproval, then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. 47 8. ❑ Homeowners' Association Review Period. If the Property is subject to a homeowners' association or any 48 other association, then Seller shall, at Seller's expense, provide Buyer a copy of the following documents (if 49 available from the Association)within days(10 days if not filled in) of mutual acceptance: 50 a. Association rules and regulations, including, but not limited to architectural guidelines; 51 b. Association bylaws and covenants, conditions, and restrictions(CC&Rs); 52 c. Association meeting minutes from the prior two(2)years; 53 d. Association Board of Directors meeting minutes from the prior six(6) months; and 54 e. Association financial statements from the prior two (2) years and current operating budget. 55 If Buyer, in Buyer's sole discretion, does not give notice of disapproval within days (5 days if not 56 filled in) of receipt of the above documents or the date that the above documents are due, whichever is 57 earlier, then this homeowners' association review period shall conclusively be deemed satisfied (waived). If 58 Buyer gives timely notice of disapproval, then this Agreement shall terminate and the Earnest Money shall be 59 refunded to Buyer. 60 9. ❑ Homeowners' Association Transfer Fee. If there is a transfer fee imposed by the homeowners' association 61 or any other association (e.g. a "move-in" or"move-out" fee), the fee shall be paid by the party as provided for 62 in the association documents. If the association documents do not provide which party pays the fee, the fee 63 shall be paid by ❑ Buyer; ❑ Seller(Seller if not filled in). 64 10. ❑ Excluded Item(s). The following item(s), that would otherwise be included in the sale of the Property, is 65 excluded from the sale ("Excluded Item(s)"). Seller shall repair any damage to the Property caused by the 66 removal of the Excluded Item(s). Excluded Item(s): 67 68 69 11. ❑ Home Warranty. Buyer and Seller acknowledge that home warranty plans are available which may provide 70 additional protection and benefits to Buyer and Seller. Buyer shall order a one-year home warranty as follows: 71 a. Home warranty provider: 72 b. Seller shall pay up to $ ($0.00 if not filled in) of the cost for the home warranty, together 73 with any included options, and Buyer shall pay any balance. 74 c. Options to be included: 75 (none, if not filled in). 76 d. Other: 77 12. ❑ Other. 78 79 80 81 82 83 84 85 1' 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentisign to:6B2DCC82-32AA-48E6-AECE-D244E739E31D Form 22EF Ndwd 1 ©Copyright 2019 Evidence of Funds Addendum b GMWUC Northwest Multiple Listing Service Rev.7/19 ALL RIGHTS RESERVED Page 1 of 1 EVIDENCE OF FUNDS ADDENDUM TO PURCHASE&SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated June 10,2020 1 between Justin a A Hanson « Buyer Buyer ( Buyer ) 2 and Mason County ("Seller") 3 Seller Seller concerning 410 E Hillcrest Drive Shelton WA 98584 (the"Property"). 4 Address City State Zip 1. DEFINITIONS. 5 a. "Evidence" means document(s) from a financial institution(s) in the United States showing that Buyer has 6 sufficient cash or cash equivalent in United States funds. 7 b. "Non-Contingent Funds" means funds that Buyer currently has in its possession and for which there is no 8 contingency, such as financing (NWMLS Form 22A or equivalent), sale of Buyer's property (NWMLS Form 9 22B or equivalent), or pending sale of Buyer's property (NWMLS Form 22Q or equivalent). 10 c. "Contingent Funds" means funds that Buyer does not currently have, but expects to receive from another 11 source prior to Closing, and for which there is no contingency, such as a loan, proceeds from the sale of 12 other property or stock, retirement funds, foreign funds, a gift, or future earnings. 13 2. p EVIDENCE OF NON-CONTINGENT FUNDS. Buyer is relying on Non-Contingent Funds for payment of the 14 Purchase Price. Buyer shall provide Evidence to Seller of such funds within 5 days (3 days if not 15 filled in) of mutual acceptance. Unless Buyer discloses other sources of funds for the payment of the Purchase 16 Price, Buyer represents that the Non-Contingent Funds are sufficient to pay the Purchase Price. Buyer shall not 17 use such Non-Contingent Funds for any purpose other than the purchase of the Property without Seller's prior 18 written consent. If Buyer fails to timely provide such Evidence, Seller may give notice terminating this 19 Agreement any time before such Evidence is provided. Upon Seller's notice of termination under this 20 Addendum, the Earnest Money shall be refunded to Buyer. 21 3. ❑ DISCLOSURE OF CONTINGENT FUNDS. Buyer is relying on Contingent Funds for the Purchase Price: 22 ❑ Loan: 23 ❑ Sale of the following owned by Buyer: 24 ❑ Gift of$ from 25 ❑ Funds not readily convertible to liquid United States funds (describe): 26 27 ❑ Other(describe): 28 Buyer shall provide Evidence to Seller days (10 days if not filled in) prior to Closing that the funds 29 relied upon in Section 3 have been received or are immediately available to Buyer. If Buyer fails to timely 30 provide such Evidence, Seller may give notice terminating this Agreement any time before such Evidence is 31 provided. Buyer shall provide Seller with additional information about such funds as may be reasonably 32 requested by Seller from time to time. Upon Seller's notice of termination under this Addendum, the Earnest 33 Money shall be refunded to Buyer. 34 If Buyer disclosed that Buyer is obtaining a loan, Seller shall permit an appraisal of the Property and inspections 35 required by lender, including but not limited to structural, pest, heating, plumbing, roof, electrical, septic, and 36 well inspections. Seller is not obligated to pay for such inspections unless otherwise agreed. 37 4. BUYER DEFAULT. If Buyer fails to timely close because the Contingent Funds identified in Section 3 are not 38 available by Closing, Buyer shall be in default and Seller shall be entitled to remedies as provided for in the 39 r,lr ment. 40 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentlsign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Form 22 L&A Wo loduOA ©Copyright 2019 Land&Acreage Addendum bj @MP- Northwest Multiple Listing Service Rev.7/19 ALL RIGHTS RESERVED Page 1 of LAND AND ACREAGE ADDENDUM The following is part of the Purchase and Sale Agreement dated June 10,2020 1 between Justin a A Hanson ("Buyer") 2 Buyer Buyer and Mason County ("Seller") 3 Seller Seller concerning 410 E Hillcrest Drive Shelton WA 98584 (the"Property"). 4 Address City State Zip 1. BUYER ACKNOWLEDGMENTS: If Buyer has any questions regarding the Property, Buyer is advised to make 5 the Agreement subject to relevant inspections, tests, surveys, and/or reports. BUYER ACKNOWLEDGES: 6 a. Buyer has observed and investigated the Property and has reached Buyer's own conclusions as to the 7 adequacy, acceptability, and suitability of the Property and surrounding area, and the feasibility and 8 desirability of acquiring the Property for Buyer's intended use, based solely on Buyer's examination of the 9 Property. 10 b. A generally accepted method for identifying boundary lines and verifying the size of the Property is to have 11 the Property surveyed, and corners identified and marked. A survey will confirm that the legal description is 12 accurate and that any presumed fences or other boundary markings are correctly located. Neither the Listing 13 Broker nor the Selling Broker shall be responsible for any discrepancies in boundary lines, information 14 regarding the size of the Property, identification of easements or encroachment problems. 15 c. A generally accepted method for determining whether on-site sewage disposal systems may be installed on 16 the Property is to have tests performed, such as "perc" tests, which are approved by the county for limited 17 time periods. Except as otherwise provided in the Agreement, Buyer assumes the risk that the Property is 18 suitable for any needed on-site sewage disposal system and related equipment. 19 d. A generally accepted method for determining water quality from any well or other water delivery system is to 20 have tests conducted by qualified professionals for organic and inorganic materials, including, but not limited 21 to bacteria, coliform, lead, arsenic, nitrates, and uranium. A generally accepted method for determining water 22 quantity produced by a well is to have a test conducted by experts to determine gallons per minute. Buyer 23 understands that the results of such tests only provide information regarding water quality or quantity at the 24 time of the test(s) and provide no representation or guarantee that results will not change or vary at other 25 times. 26 e. If the Property is currently taxed at a reduced rate because a special classification such as open space, 27 agricultural, or forest land, and Buyer is to continue that use, Buyer understands approval from the county will 28 need to be obtained and that significant increased taxes, back taxes, penalties and interest may be required 29 to be paid if the use classification is changed or withdrawn at Closing or in the future. 30 f. A generally accepted method for determining the value of timber growing on the Property is to have a 31 qualified forester or forest products expert"cruise" the Property and give a written valuation. 32 g. On-site sewage systems should be inspected by qualified professionals licensed by the local municipality. If 33 there is an on-site sewage system on the Property that has not been recently used, Buyer should consider 34 conducting a purge test and other inspections to determine whether there are any defects in the system. A 35 purge test consists of introducing water into the system to determine whether the system is functioning 36 properly. 37 h. Additional tests or inspections of the Property may be required by local or state governmental agencies before 38 title to the Property is transferred. 39 L Seller may have entered into lease or rental agreements that extend beyond the Closing Date. Buyer should 40 use due diligence to investigate such agreements. 41 j. Seller shall have the right to harvest all crops in the ordinary course of business until the Possession Date. 42 rd-1 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentisign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Form 22L&A ©Copyright 2019 Land&Acreage Addendum Northwest Multiple Listing Service Rev.7/19 ALL RIGHTS RESERVED Page 2 of 4 LAND AND ACREAGE ADDENDUM Continued 2. CONTINGENCIES: 43 a. General Contingency Provisions. This Agreement is conditioned on the applicable contingencies below. 44 The work to be performed shall be timely ordered by the party responsible for payment, except for the 45 Feasibility Study (if applicable), and shall be performed by qualified professionals. If Seller is responsible for 46 ordering the work and fails to timely do so, Seller will be in breach of the Agreement. 47 b. Contingency Periods. The applicable contingency periods shall commence on mutual acceptance of the 48 Agreement. If Buyer gives notice of disapproval and termination of the Agreement within the applicable 49 contingency period, the Earnest Money shall be refunded to Buyer. If Buyer fails to give timely notice within 50 the applicable contingency period, then the respective contingency shall be deemed waived. 51 c. Contingencies. Items checked below are to be paid by Buyer or Seller as indicated below and are 52 contingencies to the Agreement. Notwithstanding the payment allocation provided for herein, if the Agreement 53 fails to close as a consequence of a Seller's breach, the costs of the following shall be borne by the Seller: 54 Paid by Paid by Contingency period 55 Buyer Seller (10 days if not filled in) 56 ❑ ❑ I. Survey. Completion of survey to verify information regarding days 57 the Property as listed in 1(b), with results of the survey to be 58 satisfactory to Buyer in Buyer's sole discretion. Seller shall 59 provide any prior surveys of the Property to Buyer, if available. 60 ❑ ❑ ii. Perc Test. Perc or similar test, conducted by a qualified days 61 professional, indicating that the Property is suitable for 62 installation of conventional septic system and drain field. If 63 the sale fails to close, the party who paid for the perc test 64 shall fill in holes at their expense within two weeks of the 65 date the transaction is terminated. Earnest Money shall not 66 be refunded to Buyer until perc holes are filled in if this is 67 Buyer's responsibility. 68 ❑ ❑ iii. On-Site Sewage System. The on-site sewage system days 69 ("OSS") shall be inspected and, if the inspector determines 70 necessary, pumped by a qualified professional. If Seller had 71 the OSS inspected within months (12 months if not 72 filled in) of mutual acceptance and Seller provides Buyer with 73 written evidence thereof, including an inspection report, there 74 shall be no obligation to inspect and pump the system unless 75 otherwise required by Buyer's lender. If VA financing is used, 76 Buyer's lender may require certification of the OSS. If Seller 77 has not already conducted an inspection, Buyer shall have the 78 right to observe the inspection. 79 The OSS inspection ❑ shall; ❑ shall not include a purge 80 test to determine if the OSS is functioning properly. 81 Seller shall deliver to Buyer the maintenance records, if 82 available, of the OSS serving the Property within 83 days(10 days if not filled in)of mutual acceptance. 84 ❑ ❑ iv. Water Quality. Water quality and/or purity tests showing days 85 water meets the approval standards of the Department of 86 Ecology and the standards of the governing county. Water 87 quality tests to be performed by a qualified professional. 88 Water quality and/or purity tests ❑ shall; ❑ shall not be 89 submitted to a private lab for further evaluation. 90 V—� 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentislgn ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Form 22L&A ©Copyright 2019 Land&Acreage Addendum Northwest Multiple Listing Service Rev.7/19 ALL RIGHTS RESERVED Page 3 of 4 LAND AND ACREAGE ADDENDUM Continued ❑ ❑ v. Water Quantity. Water quantity tests (4 hour draw down days 91 test or other test selected by Buyer) showing a sustained 92 flow of I g. p. m., which Buyer agrees will be 93 adequate to reasonably meet Buyer's needs. Water 94 quantity test to be performed by a qualified professional. 95 ❑ ❑ vi. Timber. Timber cruise conducted by a qualified forest days 96 products expert of Buyer's choice, with results of the cruise 97 to be satisfactory to Buyer in Buyer's sole discretion. 98 3. ADDITIONAL PROVISIONS(check as applicable) 99 14 Feasibility Study. If this box is checked, this paragraph supersedes and replaces the Feasibility Contingency 100 set forth in Specific Term 15 and General Term "u" of Form 25 (Vacant Land Purchase and Sale Agreement). 101 Completion of a feasibility study and determination, in Buyer's sole discretion, that the Property and any 102 matters affecting the Property including, without limitation, the condition of any improvements to the Property, 103 the condition and capacity of irrigation pumps, system and wells, the adequacy of water rights for the Property, 104 the licensure of wells, permitted or certificated water rights for the Property, the location and size of any critical 105 area on the Property, the number and location of approved road approaches from public roads, and the 106 presence of recorded access easements to the Property, are suitable for Buyer's intended use(s), and that it is 107 feasible and advantageous for Buyer to acquire the Property in accordance with the Agreement. In performing 108 any investigations, Buyer shall not interfere with any existing tenants' operations on the Property. 109 This feasibility study contingency shall conclusively be deemed waived unless within 0 (10 days if 110 not filled in) after mutual acceptance, Buyer gives notice disapproving the feasibility study. If Buyer timely 111 disapproves the feasibility study and terminates the Agreement, the Earnest Money shall be refunded to Buyer. 112 ❑ Irrigation and Water Seller represents that there are shares of irrigation/frost 113 water rights applicable to the Property, all of which will be transferred to Buyer at Closing. The parties should 114 consult with an attorney to facilitate the transfer of any water rights. 115 ❑ Assignment and Assumption. At Closing, Seller will assign, transfer, and convey all of its right, title and 116 interest in, to and under any lease of the Property and will represent and warrant to Buyer that, as of the 117 Closing Date, there are no defaults under the leases and no condition exists or event has occurred or failed to 118 occur that with or without notice and the passage of time could ripen into such a default. At Closing, Buyer will 119 agree to defend, indemnify and hold Seller harmless from and against any obligation under the leases to the 120 extent delegated to and assumed by Buyer hereunder. 121 ❑ Attorney Review. This Agreement is conditioned on review and approval by the parties' attorneys on or 122 before . A party shall conclusively be deemed to have waived this contingency unless 123 notice in conformance with this Agreement is provided to the other parry by the foregoing date. 124 ❑ Accessories. The indicated accessories are items included in addition to those stated in Specific Term 5 of 125 the Agreement: ❑ portable buildings; ❑ sheds and other outbuildings; ❑ game feeders; ❑ livestock feeders 126 and troughs; ❑ irrigation equipment; ❑ fuel tanks; ❑ submersible pumps; ❑ pressure tanks; ❑ corrals and 127 pens; ❑ gates and fences; ❑ chutes; ❑ other: 128 The value assigned to the personal property included in the sale shall be $ 129 Seller warrants title to, but not the condition of, the personal property and shall convey it by bill of sale. 130 ❑ CRP Program. Buyer must assume all Conservation Reserve Program ("CRP"), Wetland Restoration Program 131 ("WRP"), or similar program contracts and agree to continue them through the expiration date of each such contract. 132 All documentation for the assumption shall be completed prior to the Closing Date and must be approved by the USDA 133 or applicable government agency prior to Closing.Any applicable program payments shall be prorated as of Closing. 134 Seller shall deliver to Buyer all documents related to such programs within (10 days if not filled in) 135 after mutual acceptance. This Agreement is conditioned on Buyer's approval of the program documents. This 136 contingency shall be deemed waived unless Buyer gives notice of disapproval within days (5 days 137 if not filled in) after receipt of the program documents. If Buyer gives timely notice of disapproval, the 138 J ement shall terminate and the Earnest Money shall be refunded to Buyer. 139 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authenlisfgn ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Form 22L&A ©Copyright 2019 Land&Acreage Addendum Northwest Multiple Listing Service Rev.7/19 ALL RIGHTS RESERVED Page 4 of 4 LAND AND ACREAGE ADDENDUM Continued ❑ 4. DOCUMENT REVIEW PERIOD. If this box is checked, Seller shall deliver to Buyer a copy of the following 140 documents within (20 days if not filled in) of mutual acceptance: 141 142 143 If Buyer, in Buyer's sole discretion, does not give notice of disapproval within days (15 days if 144 not filled in) of receipt of the above documents or the date that the above documents are due, then this 145 document review period shall conclusively be deemed satisfied (waived). If Buyer gives timely notice of 146 disapproval, then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. 147 ❑ 5. ADDITIONAL INSPECTIONS. If this box is checked and if a qualified professional performing any inspection 148 of the Property recommends further evaluation of the Property, Buyer shall have an additional 149 (10 days if not filled in) to obtain the additional inspection at Buyer's option and expense. On or before the 150 end of the applicable contingency period, Buyer shall provide a copy of the qualified professional's 151 recommendation and notice that Buyer will seek additional inspections. If Buyer gives timely notice of 152 additional inspections, the applicable contingency period shall be replaced by the additional period specified 153 above. The time for conducting the additional inspections shall commence on the day after Buyer gives 154 notices under this paragraph, and shall be determined as set forth in the Computation of Time paragraph of 155 the Agreement. 156 6. TAX DESIGNATION. 157 a. Classification of Property. Seller represents that the Property is classified as ❑ open space 158 ❑ farm and agricultural ❑ timberland under Chapter 84.34 RCW. 159 ❑ b. Removal from Classification. Buyer shall not file a notice of classification continuance at the time of 160 Closing and the Property shall be removed from its classification. All additional taxes, applicable interest, 161 and penalties assessed by the county assessor when the Property is removed from its classification shall 162 be paid by ❑ Seller ❑ Buyer ❑ both Seller and Buyer in equal shares (Seller if no box is checked). 163 ❑ c. Notice of Classification Continuance. In order to retain this classification, Buyer shall execute a notice 164 of classification continuance at or before the time of Closing. Seller and Buyer shall timely complete all 165 documents necessary to continue the classification. The notice of classification continuance shall be 166 attached to the real estate excise tax affidavit. Buyer acknowledges that if Buyer fails to execute a notice 167 of classification continuance, the county assessor must reassess the Property's taxable value and 168 retroactively impose additional taxes, applicable interest, and penalties, which Buyer shall pay. 169 JI 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentlsign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Form 22T Rkho Mal ©Copyright 2015 Title Contingency Addendum br orwv°1 Northwest Multiple Listing Service Rev. 1 of ALL RIGHTS RESERVED TITLE CONTINGENCY ADDENDUM TO Page 1 of 1 PURCHASE 8r SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated June 10,2020 1 between Justin a A Hanson ("Buyer") 2 Buyer Buyer and Mason County ("Seller") 3 Seller Seller concerning 410 E Hillerest Drive Shelton WA 98584 (the "Property"). 4 Address City State Zip 1. Title Contingency. This Agreement is subject to Buyer's review of a preliminary commitment for title insurance, 5 together with any easements, covenants, conditions and restrictions of record. Buyer shall have 5 6 days (5 days if not filled in) from d the date of Buyer's receipt of the preliminary commitment for title insurance; 7 or ❑ mutual acceptance (from the date of Buyer's receipt, if neither box checked) to give notice of Buyer's 8 disapproval of exceptions contained in the preliminary commitment. 9 Seller shall have days (5 days if not filled in) after Buyer's notice of disapproval to give Buyer 10 notice that Seller will clear all disapproved exceptions. Seller shall have until the Closing Date to clear all 11 disapproved exceptions. 12 If Seller does not give timely notice that Seller will clear all disapproved exceptions, Buyer may terminate this 13 Agreement within 3 days after the deadline for Seller's notice. In the event Buyer elects to terminate the 14 Agreement, the Earnest Money shall be returned to Buyer. If Buyer does not timely terminate the Agreement, 15 Buyer shall be deemed to have waived all objections to title, which Seller did not agree to clear. 16 2. Supplemental Title Reports. If supplemental title reports disclose new exception(s) to the title commitment, 17 then the above time periods and procedures for notice, correction, and termination for those new exceptions 18 shall apply to the date of Buyer's receipt of the supplemental title report. The Closing date shall be extended as 19 necessary to accommodate the foregoing times for notices. 20 3. Marketable Title. This Addendum does not relieve Seller of the obligation to provide marketable title at Closing 21 as provided for in the Agreement. 22 Ld—l] 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentisign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Exhibit Lot 3 In Block 3, Shorectest Beach Estates Second Addition, According To The Plat Thereof, Recorded In Volume 6 Of Flats, Pages I I And 12, Records Of Mason County, Washington. Id-1 1 06/10/2020 Authentisign ID:6B2DCC82-32AA-48E6-AECE-D244E739E31D Form 34 robwSOC107M ©Copyright 2010 Addendum/Amendment to P&Sr Qfbllp- Northwest Multiple Listing Service Rev.7/10 ALL RIGHTS RESERVED Page 1 of 1 ADDENDUM /AMENDMENT TO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated 1 between ("Buyer")2 Buyer Buyer and Mason County ("Seller")3 Seller Seller concerning WA (the "Property").4 Address City State Zip IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: 5 1.This agreement is contingent upon the Mason County Commissioners approval of this purchase and sales agreement, 6 in an open public meeting. 7 2.Buyer waives the right to receive a completed Washington State Seller Disclosure Statement. 8 3.Escrow shall be Mason County Title and Escrow,Colleen Reamer. 9 4. Buyer shall pay for the Mason County Title Insurance policy. 10 5. Deed Shall Be a Treasures Deed,per RCW 36.35.130. 11 6.Buyer shall pay all current and past due Association dues. 12 7.Mason County Commissioner Randy Neatherlin is a licensed real estate broker in the state of 13 Washington. 14 8.Commissioner Randy Neatherlin will sign for Mason County. 15 9.Seller has never occupied the property. 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged. 31 Id-1 06/10/2020 Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date MASON UN Y SIMPLE SEARCH SALES SEARCH REETSlFTER COUNTY HOME PAGE CONTACT DISCLAIMER PAYMENT CART(0) Patti McLean Mason County Assessor 411 N 5TH ST Shelton,WA 98584 Assessor Treasurer Appraisal Ma pSJIF.12E�; Parcel Parcel#: 32021-59-03008 Owner Nave; MASON COUNTY DOR Code: 91- Undeveloped -Land Address!: 411 N 5TH ST Situs: Address2: Map Number: City,State: SHELTON WA Status: EXEMPT FULL YEAR Zip: 98584-3400 Description: SHORECREST BEACH ESTATES #2 BLK: 3 LOT: 8 S 41/41 Comment: 2020 Market Value 2020 Taxable Value 2020 Assessment Data Land: $3,9001 Land: $0` District: 0191 -Tax District 0191 Improvements: $2,500I I Improvements: i $01 Current Use/DFL: No j Permanent Crop: $0 I Permanent Crop: ---�—$$0 ;Total $6,400 j7btal $0( Total Acres: 0.170001 Ownership Owner's Name Ownership% Owner Type MASON COUNTY 100% Title Owner Sales History ;Sale Sales # Excise lGrantor Grantee i Price Date Document Parcels _ I 02/26/13 2003809 I 1 A VIN TRUSTEE,GREGORY MASON COUNTY $0 1 —_ 07/27/04 1816034 R 1 _ '20��TERA IRVIN TANYA LOSS i $0 j GREGORY A IRVIN AS TRUSTEE OF REV LIV 07/24/03 11787472 1 1200367657 GREGORY A IRVIN TR $0 f 03/18/96 1623604 1 199635852 LOUIS A&VERA B CARTER GREGORY A IRVIN $5,000 10/28/92 1554051 1 199200001 LOUIS A&VERA B CARTER $0 Historical Valuation Info ---- Year Billed Owner nd Impr. Permcrop Value Total ;Exempt Taxable 2020 j MASON COUNTY $3,900 $2,500 $0 $6,4001 $6,400 $0 2019 MASON COUNTY j $6,000 $2,750 $0 $8,7501 $8,750 $0 2018 MASON COUNTY $6,000 i $2,500 $0 $8,500 $8,500 $0 2017 MASON COUNTY I $9,500 $0 $0 $9,500 $9,500 $0 l 2016 MASON COUNTY I $9,025 1 so! $0 $9,025 $9,025 $0 View Taxes Parcel Comments No Comments Available Property Images No images found. 1.0.7424.24455 Data current as of:6/9/2020 3:51 PM TX_ROI[Year_search:2020 Mason County WA GIS Web Map 3 022230001 �x 3 20215903 006 320215903037 i i 320220060000 320215903008 2021006002 420 E HILLCREST DR • 2022230004 51 E:RIIMME1f-01k • 320215903009 6/10/2020, 3:32:30 PM 1:384 0 0 0.01 0.01 mi County Boundary i 0 0 — 1 ' 0 0.01 0.01 0.02 km Site Address (Zoom in to 1:5,000) D Tax Parcels (Zoom in to 1:30,000) Sources:Esri,HERE,Gannin,Intermap,increment P Corp.,GEBCO,USGS, FAO, NPS, NRCAN,GeoBase, IGN, Kadaster NL, Ordnance Survey, Esri Japan,METI,Esri China(Hong Kong),(c)OpenStreetMap contributors,and the GIS User Community Mason County WA GIS Web Map Application Bureau of Land Management,Esri Canada,Esri,HERE,Garmin,USGS,NGA,EPA,USDA,NPS i Richard Diaz i MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Ross McDowell DEPARTMENT: Emergency Management EXT: 806 BRIEFING DATE: 06/15/2020 PREVIOUS BRIEFING DATES: 04/07/2020 (If this is a follow-up briefing, please provide only new information) INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources ❑ Legal ❑ Other— please explain ITEM: Extending the Mason County Local Declaration of Disaster Resolution 2020-32 EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): The Board of County Commissioners of Mason County declare Mason County remains in a disaster due to the COVID-19 (Coronavirus) epidemic. The emergency authority granted under this resolution 2020-32 shall expire July 6, 2020. Mason County Emergency Management requests to extend the disaster declaration for an additional ninety (90) days unless specifically extended by the Board. Also, Mason County Emergency Management request that Section 4 of the disaster declaration be removed and considered void. "Such authorization shall include unannounced entry and access onto and about private property, where such entry and access shall not violate those constitutional privacy and property rights under an emergency declaration" BUDGET IMPACT: None PUBLIC OUTREACH:(Include any legal requirements, direct notice, website, community meetings, etc.) None RECOMMENDED OR REQUESTED ACTION: Mason County Emergency Management and the Area Command for the COVID-19 Response and Recovery request that the Board of County Commissioners extend the Disaster Declaration an additional 90 days with the option to extend by the Board. ATTACHMENTS: Resolution extending the Local Declaration of Mason County as a Disaster Area for an additional 90 days. Briefing Summary 6/11/2020 BEFORE THE BOARD OF COUNTY COMMISSIONER OF MASON COUNTY, WASHINGTON RE: EXTEND DECLARATION ) OF MASON COUNTY ) AS A DISASTER AREA ) 2020-32 ) RESOLUTION # WHEREAS,for the last 140 days(starting January 27,2020)there has been COVID-19 pandemic culminating on April 7,2020, in a disaster by creating multiple confirmed positive cases in parts of Mason County;and, WHEREAS, this COVID-19 pandemic has caused local resources to be exhausted or about to be exhausted, said resources are still depleted; and, WHEREAS, there is a present emergency which necessitates activation of the Mason County Comprehensive Emergency Management Plan(CEMP), Public Health Emergency Activation Functional Plan, and utilization of emergency powers granted pursuant to RCS 36.40.180 and RCW 38.52.070(2); and, WHEREAS,a viral pandemic (Coronavirus)has and still is occurring to all residents and staff of Mason County resulting in the need for assistance to impacted citizens to quarantine and/or medically isolate with a focus of providing assistance for medical surges resulting in the need for emergency sheltering, finding, staffing and relaxed time frames throughout the county; and, WHEREAS,this disaster has caused and will cause an undetermined amount of financial, emotional and long-lasting impacts to citizens, businesses and public entities in Mason County, and, WHEREAS, severity and magnitude of this disaster/pandemic is beyond the capability of local resources; NOW,THEREFORE BE IT RESOLVED SECTION 1. It is hereby declared by the Board of Mason County Commissioners that, in accordance with the terms and conditions of RCW 36.40.180,the emergency remains due to the above stated conditions in Mason County; therefore,the Board declare that Mason County remain a disaster area and extend the disaster declaration an additional (90)days from the date of the adoption of this declaration unless specifically extended by the Board. SECTION 2. It hereby also removes Section 4 from the Disaster Declaration 2020-32; "Such authorization shall include unannounced entry and access onto and about private property, where such entry and access shall not violate those constitutional privacy and property rights under an emergency declaration. " 1 ❑ REGULAR SIGNED IN ❑ SPECIAL SESSION THIS DAY OF . ❑ EMERGENCY APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Michael Dorcy, Prosecuting Attorney MASON COUNTY WASHINGTON Chief Civil Deputy Prosecutor Sharon Trask, Chair Tim Whitehead ATTEST: Randy Neatherlin, Commissioner Clerk of the Board Kevin Shutty, Commissioner 2 MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Daniel Goodell DEPARTMENT: Superior Court EXT: 206 BRIEFING DATE: June 15, 2020 9:30 a.m. PREVIOUS BRIEFING DATES: If this is a follow-up briefing, please provide only new information INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources ❑ Legal ❑ Other— please explain ITEM: COVID expense and space needed to hold jury trials EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): Superior Court has incurred COVID expenses to continue court operations and hold court hearings, such as Zoom licenses, webcams, speakers, masks, etc. In order to begin holding jury trials in July, it will be necessary to incur substantial costs for recording equipment, TVs, projector screens, etc. Additionally, due to the limited space and configuration of the Courthouse, it will be extremely difficult to hold a jury trial and maintain 6-foot social distancing for court participants and jurors. A larger space such as Building #10 is needed. BUDGET IMPACT: Trial Court Improvement Funds may be available to cover some or all of the anticipated costs — subject to reimbursement from either FEMA/Cares Act. PUBLIC OUTREACH:(include any legal requirements, direct notice,website, community meetings, etc.) RECOMMENDED OR REQUESTED ACTION: Authorize the Court to incur additional expenses necessary to hold jury trials. Provide the Court with a larger space such as Building #10 to hold jury trials. ATTACHMENTS: Briefing Summary 6/10/2020 Attachment B MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Jim Madsen DEPARTMENT: Juvenile Court Services EXT: 332 BRIEFING DATE: 6/15/20 PREVIOUS BRIEFING DATES: If this is a follow-up briefing, please provide only new information ITEM: Functional Family Therapy Contract 2020-2021. EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): Functional Family Therapy (FFT) is an evidence based service that is provided to probation youths and their families who have scored moderate or high risk on a validated court assessment tool. The program is paid for by state grant monies and does not require any county funding. BUDGET IMPACTS: There was no financial change to the Evidence Based Expansion grant that pays for this therapeutic intervention. RECOMMENDED OR REQUESTED ACTION: Approve the Contract for Professional Services between Mason County and Creative Solutions Counseling, to continue FFT services with probation youth and families. ATTACHMENTS: Contract for Professional Services with Creative Solutions Counseling to provide Functional Family Therapy for the 2020-2021 grant year. Briefing Summary 6/10/2020 CONTRACT FOR PROFESSIONAL SERVICES This Contract for Professional Services is entered into by Mason County, a municipal corporation, having its principal offices at 411 North 50' Street, Shelton, Washington, 98584 (the County) and Creative Solutions Counseling 1800 Cooper Pt. Rd. SW#20B, Olympia, WA 98502 (the Contractor). SECTION 1. EFFECTIVE DATE OF CONTRACT The Contract will become effective on July 1, 2020 and terminate on June 30, 2021. In no event will the Contract become effective unless and until it is approved and executed by the Mason County Board of Commissioners. SECTION 2. SERVICES TO BE PROVIDED 2.1 A description of the services to be performed by the Contractor is set forth in Exhibit A: Description of Services, which is attached to the Contract and incorporated by this reference. The Contractor agrees to provide its own labor and materials. Unless otherwise provided for in the Contract, no material, labor or facilities will be furnished by the County. 2.2 The Contractor will perform the work specified in the Contract in accordance with standard industry practice. 2.3 The Contractor will complete its work in a timely manner and in accordance with the schedule agreed to by the parties. 2.4 Time is of the essence in the performance of the Contract. 2.5 The Contractor will confer with Juvenile Court Services from time to time during the progress of work. The Contractor will prepare and present status reports and other information that may be pertinent and necessary, or as may be requested by Juvenile Court Services. 1 of 16 SECTION 3. CONTRACT REPRESENTATIVES The County and the Contractor will each have a contract representative. A party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: County's Contract Representative James W. Madsen Mason County Juvenile Court Probation Department P.O. Box 368 Shelton, WA 98584 Contractor's Contract Representative Dr. David Simonsen, Ph. D. LMFT 1800 Cooper Pt. Rd. SW#20B Olympia, WA 98502 SECTION 4. COMPENSATION 4.1 A description of the compensation to be paid to the Contractor is set forth in Exhibit B: Compensation, which is attached to the Contract and incorporated by this reference. 4.2 Unless otherwise provided in the Contract, the Contractor may submit an invoice to the County once a month for payment of work actually completed to date. Subject to the other provisions of the Contract,the County generally will pay such an invoice within 30 days of receiving it. 4.3 The Contractor will be paid only for work expressly authorized in the Contract. 4.4 The Contractor will not be entitled to payment for any services that were performed prior to the effective date of the Contract or after its termination, unless a provision of the Contract expressly provides otherwise. 4.5 If the Contractor fails to perform any substantial obligation and the failure has not been cured within 10 days following notice from the County, the County may, in its sole discretion and upon written notice to the Contractor, withhold all monies due the Contractor, without penalty, until such failure to perform is cured. For the purposes of this provision, "substantial" means faithfully fulfilling the terms and conditions of the Contract with variances only for technical or minor omissions or defects. 2of16 SECTION 5. AMENDMENTS AND CHANGES IN WORK 5.1 In order to be effective, any Contract renewal, amendment or modification must be in writing, be signed by both parties and be attached to the Contract. Work under a renewal, an amendment or a modification may not commence until the renewal, amendment or modification has been approved by the County and has become effective. SECTION 6. HOLD HARMLESS AND INDEMNIFICATION 6.1 The Contractor will hold harmless, indemnify and defend the County, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the Contractor's or subcontractor's acts, errors or omissions in the performance of the Contract. Provided, however,that the Contractor's obligation under this provision will not extend to injury, sickness, disability, death or damage caused by or arising out of the sole negligence of the County, its officers, officials, employees or agents. 6.2 With regard to any claim against the County, its officers, officials, employees and agents by any employee of the Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Section will not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. It is clearly agreed and understood by the parties to the Contract that the Contractor expressly waives any immunity the Contractor might have had under such laws. By executing the Contract, the Contractor acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section will be incorporated, as relevant, into any contract the Contractor makes with any subcontractor or agent performing work under the Contract. 6.3 The Contractor's obligations under these provisions include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the Contractor,the Contractor's employees, agents or subcontractors. SECTION 7. INSURANCE 7.1 Professional Legal Liability. The Contractor will maintain professional legal liability or professional errors and omissions coverage appropriate to the Contractor's profession. The coverage will have a limit of not less than $1 million per occurrence. The coverage will apply to liability for a professional error, act or omission arising out of the Contractor's or subcontractor's services under the Contract. The coverage will not 3of16 exclude bodily injury or property damage. The coverage will not exclude hazards related to the work rendered as part of the Contract or within the scope of the Contractor's services under the Contract, including testing, monitoring,measuring operations or laboratory analysis where such services are rendered under the Contract. 7.2 Workers' Compensation and Employee Liability. The Contractor will maintain workers' compensation insurance as required by Title 51, Revised Code of Washington, and will provide evidence of coverage to the Mason County Risk Management Division. If the Contract is for over $50,000, then the Contractor will also maintain employer liability coverage with a limit of not less than $ 1 million. 7.3 Commercial General Liability. The Contractor will maintain commercial general liability coverage for bodily injury, personal injury and property damage, subject to a limit of not less than$1 million per occurrence. The general aggregate limit will apply separately to the Contract and be no less than $2 million. The Contractor will provide commercial general liability coverage that does not exclude any activity to be performed in fulfillment of the Contract. Specialized forms specific to the industry of the Contractor will be deemed equivalent provided coverage is no more restrictive than would be provided under a standard commercial general liability policy, including contractual liability coverage. NOT APPLICABLE FOR FFT. 7.4 Automobile Liability. The Contractor will maintain automobile liability insurance as follows: (check ONE of the following): X Not Applicable. The Contractor will maintain commercial automobile liability insurance with a limit of not less than $1 million each accident combined bodily injury and property damage. The aggregate limit will be at least$2 million. Coverage will include owned, hired and non-owned automobiles. The Contractor will maintain automobile liability insurance or equivalent form with a limit of not less than $100,000 each accident combined bodily injury and property damage. The aggregate limit will be at least $300,000. If a personal lines automobile liability policy is used to meet this requirement, it must include a business rider and must cover each vehicle to be used in the performance of the Contract and the certificates of insurance must evidence that these conditions have been met. If the contractor will use non-owned vehicles in performance of the Contract, the coverage will include owned, hired and non-owned automobiles. 7.5 Miscellaneous Insurance Provisions A. The Contractor's liability insurance provisions will be primary and non-contributory with respect to any insurance or self-insurance programs covering the County, its elected and appointed officers, officials, employees and agents. 4of16 B. When such coverage is required, the Contractor's commercial general liability insurance and automobile liability insurance will include the County, its officers, officials, employees and agents with respect to performance of services. C. When such coverage is required, the Contractor's commercial general liability insurance and automobile liability insurance will contain no special limitations on the scope of protection afforded to the County as an additional insured. D. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the County, its officers, officials, employees or agents. E. The Contractor's insurance will apply separately to each insured against whom claim is made or suit is brought, subject to the limits of the insurer's liability. F. The Contractor shall include all subcontractors as insured under its policies or will furnish separate certificates and endorsements for each subcontractor naming Mason County, its elected and appointed officers, officials, employees and agents. All coverage for subcontractors will be subject to all of the requirements stated in these provisions. G. The insurance limits mandated for any insurance coverage required by the Contract are not intended to be an indication of exposure, nor are they limitations on indemnification. H. The Contractor will maintain all required policies in force from the time services commence until services are completed. Certificates, policies and endorsements scheduled to expire before completion of services will be renewed before expiration. If the Contractor's liability coverage is written as a claims-made policy,then the Contractor must evidence the purchase of an extended-reporting period or"tail" coverage for a three-year period after completion of the services. 7.6 Verification of Coverage and Acceptability of Insurers A. The Contractor will place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-VII, with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the State of Washington. 5of16 B. The Contractor will furnish the County with properly executed certificates of insurance or a signed policy endorsement which will clearly evidence all insurance required in this Section within 10 days after the effective date of the Contract. The certificate will, at a minimum, list limits of liability and coverage. The certificate will provide that the underlying insurance contract may not be canceled, or allowed to expire, except on 30-days' prior written notice to the County. Any certificate or endorsement limiting or negating the insurer's obligation to notify the County of cancellation or changes must be amended so as not to negate the intent of this provision. C. The Contractor will furnish the County with evidence that the additional-insured provision required above has been met. Acceptable forms of evidence are the endorsement pages of the policy showing the County as an additional insured. D. Certificates of insurance will show the certificate holder as Mason County and indicate"care of the appropriate County office or department. The address of the certificate holder will be shown as the current address of the appropriate County office or department. E. The Contractor will request that the Washington State Department of Labor and Industries, Workers Compensation Representative, send written verification to Mason County that the Contractor is currently paying workers' compensation. F. Written notice of cancellation or change will be mailed to the County at the following address: Risk Management Division Mason County Support Services 411 N. 5th Shelton, WA 98584 G. The Contractor or its broker will provide a copy of all insurance policies specified in the Contract upon request of the Mason County Risk Manager. SECTION 8. TERMINATION 8.1 The County or Contractor may terminate the Contract in whole or in part whenever either party determines, in its sole discretion, that such termination is in the best interests of the party. The party may terminate the Contract upon giving 10-days' written notice. In that event, the County will pay the Contractor for all costs incurred by the Contractor in performing the Contract up to the date of termination, subject to the other provisions of the Contract. 6of16 8.2 If funding for the underlying project or matter is withdrawn, reduced or limited in any way after the Contract is signed or becomes effective, the County may summarily terminate the Contract notwithstanding any other termination provision in the Contract. Termination under this provision will be effective upon the date specified in the written notice of termination sent by County to the Contractor. No costs incurred after the effective date of the termination will be paid. 8.3 If the Contractor breaches any of its obligations under the Contract, and fails to cure the breach within 10 days of written notice to do so by the County,the County may terminate the Contract. In that event,the County will pay the Contractor only for the costs of services accepted by the County. Upon such termination, the County, at its discretion, may obtain performance of the work elsewhere,and the Contractor will bear all costs and expenses incurred by the County in completing the work and all damages sustained by the County by reason of the Contractor's breach. SECTION 9. ASSIGNMENT, DELEGATION,AND SUBCONTRACTING 9.1 The Contractor will perform under the Contract using only its bona fide employees or agents, and the obligations and duties of the Contractor under the Contract will not be assigned, delegated or subcontracted to any other person or firm without the prior express written consent of the County. 9.2 The Contractor warrants that it has not paid, nor has it agreed to pay, any company, person,partnership or firm, other than a bona fide employee working exclusively for Contractor, any fee, commission,percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of the Contract. SECTION 10. INDEPENDENT CONTRACTOR 10.1 The Contractor's services will be furnished by the Contractor as an independent contractor and not as an agent, an employee or a servant of the County. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in the Contract. 10.2 The Contractor acknowledges that the entire compensation for the Contract is set forth in the compensation provisions of the Contract and the Contractor is not entitled to any County benefits, including, but not limited to: vacation pay; holiday pay; sick leave pay; medical, dental or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Mason County employees. 7of16 10.3 The Contractor will have and maintain complete responsibility and control over all of its subcontractors, employees, agents and representatives. No subcontractor, employee, agent or representative of the Contractor will be or be deemed to be, or act or purport to act, as an employee, agent or representative of the County. SECTION 11. NON DISCRIMINATION The Contractor, its assignees, delegates or subcontractors will not discriminate against any person in performance of any of its obligations under the Contract on the basis of race, color, creed, religion, national origin, age, sex, marital status, veteran status or the presence of any disability. SECTION 12. OWNERSHIP OF MATERIALS/WORKS PRODUCED 12.1 All reports, drawings,plans, specifications, all forms of electronic media, and data and documents produced in the performance of the work under the Contract will be "works for hire" as defined by the U.S. Copyright Act of 1976 and will be owned by the County. Ownership includes the right to copyright, patent, and register, and the ability to transfer these rights. 12.2 An electronic copy of all word processing documents will be submitted to the County upon request or at the end of the job using the word processing program and version specified by the County. SECTION 13. PATENT/COPYRIGHT INFRINGEMENT The Contractor will hold harmless, indemnify and defend the County, its officers, officials, employees and agents, from and against any claimed action, cause or demand brought against the County, where such action is based on the claim that information supplied by the Contractor or subcontractor infringes any patent or copyright. The Contractor will be notified promptly in writing by the County of any notice of such claim. 8of16 SECTION 14. DISPUTES Differences, disputes and disagreements between the Contractor and the County arising under or out of the Contract will be brought to attention by either party at the earliest possible time so that the matter may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance or compensation due the Contractor will be decided by the County's contract representative or designee. All rulings, orders, instructions and decisions of the County's contract representative will be final and conclusive. SECTION 15. CONFIDENTIALITY The Contractor, its employees, subcontractors and their employees will maintain the confidentiality of all information provided by the County or acquired by the County in performance of the Contract, except upon the prior express written consent of the County or an order entered by a court of competent jurisdiction. The Contractor will promptly give the County written notice of any judicial proceeding seeking disclosure of such information. SECTION 16. CHOICE OF LAW,JURISDICTION AND VENUE 16.1 The Contract will be construed as having been made and delivered within the State of Washington and it is agreed by each party that the Contract will be governed by the laws of the State of Washington,both as to its interpretation and performance. 16.2 Any action at law, suit in equity or other judicial proceeding arising under or out of the Contract may be instituted and maintained only in a court of competent jurisdiction. SECTION 17. CRIMINAL HISTORY REQUIREMENTS 17.1 Background Checks. Contractor understands that the Juvenile Department is required by the State of Washington to conduct yearly background checks on individual contract service providers who will have unsupervised access, as the result of the service provider's regularly scheduled activities or work duties, to juveniles under the jurisdiction of the Juvenile Department. 17.2 Unsupervised Access to Juveniles. Contractor will ensure that individual service providers will not have unsupervised access to juveniles under the jurisdiction of the Juvenile Department if the service provider has been convicted of any crime noted on Exhibit C, attached and incorporated by this reference. 9of16 17.3 Reporting of Charges and Convictions. Contractor will report any charge or conviction of service providers for any felony sex offense as defined in RCW 9.94A.030 and RCW 9A.44.130 or any violent offense as defined in RCW 9.94A.030 to the Juvenile Department within seven days of the conviction. Failure to report within seven days constitutes misconduct under Title 50 RCW. SECTION 18. MISCELLANEOUS 18.1 No Waiver. The parties agree that the excuse or forgiveness of performance or waiver of any provisions of the Contract does not constitute a waiver of such provision or future performance or prejudice the right of the waiving party to enforce any of the provisions of the Contract at a later time. 18.2 Tax Payments. The Contractor will pay all applicable federal, state and local taxes, fees (including licensing fees) and other amounts. 18.3 Personnel Removal. The Contractor agrees to remove immediately any of its subcontractors, employees, agents or representatives from assignment to perform services under the Contract upon receipt of a written request to do so from the County's contract representative or designee. 18.4 Legal Compliance. The Contractor and its subcontractors, employees, agents and representatives will comply with all applicable federal, state and local laws, rules and regulations in their performance under the Contract. 18.5 Records Inspection and Retention. The County may, at reasonable times, inspect the books and records of the Contractor relating to the performance of the Contract. The Contractor will retain for audit purposes all Contract-related records for at least six years after termination of the Contract. 18.6 Successors and Assigns. The County, to the extent permitted by law, and the Contractor each bind themselves, their partners, successors, executors, administrators and assigns to the other party to the Contract and to the partners, successors, administrators and assigns of such other party in respect to all covenants to the Contract. 18.7 Severability. If a court of competent jurisdiction holds any provision of the contract to be illegal, invalid or unenforceable, in whole or in part,the validity of the remaining provisions will not be affected, and the parties' rights and obligations will be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If any provisions of the Contract conflicts with any statutory provision of the State of Washington,the provision will be deemed inoperative to the extent of the conflict or modified to conform to statutory requirements. 10 of 16 18.8 Entire Agreement. The parties acknowledge that the Contract is the complete expression of their agreement regarding the subject matter of the contract. Any oral or written representations or understandings not incorporated in the Contract are specifically excluded. 18.9 Notices. Any notices will be effective if personally served upon the other party or if mailed by registered or certified mail,return receipt requested, to the addresses set out in the contract representative's provision of the Contract. Notice may also be given by facsimile with the original to follow by regular mail. Notice will be deemed to be given three days following the date of mailing, or immediately if personally served. For service by facsimile, service will be effective at the beginning of the next working day. Dated this_day , 202_. Dated this day , 202_. CONTRACTOR Creative Solution Counseling By: By: Signature Jim Madsen Juvenile Court Administrator Printed Name: Title: Commissioner Trask Commissioner Neatherlin Commissioner Shutty 11 of 16 EXHIBIT A: DESCRIPTION OF SERVICES Responsibilities of the Contractor: A. Contractor agrees to maintain current licensing and certification as a Licensed Marriage and Family Counselor(LMFT) in accordance with RCW 18.225. Contractor shall provide copies of applicable licenses and certifications to the Mason County Juvenile Department. B. The Contractor agrees to provide Functional Family Therapy to up to six (6) families referred from Mason County Juvenile Court before June 30, 2021. C. Contractor agrees to submit written reports for each client, in a timely fashion to the Juvenile Court Services Department at PO Box 368, Shelton, Washington 98584. D. Contractor agrees to participate in State approved Quality Assurance Workgroup for the Functional Family Therapy (FFT)program as required by the State of Washington Juvenile Justice and Rehabilitation Administration E. Contractor agrees to not seek reimbursement from the county for any services in excess of the rates and amount set forth in Exhibit B. 12 of 16 EXHIBIT B: COMPENSATION Payment to the Contractor shall be made as follows: • The contractor will bill a total of$2700.00 for each referred case that successfully completes all phases of the Functional Family Therapy intervention. Completed phases shall be paid as follows: a. Engagement and Motivation$900.00 b. Behavior Change $900.00 c. Generalization$900.00 d. $225 per completed session to be invoiced monthly • The Juvenile Court Administrator and FFT provider must agree upon the need for any session(s)that exceed the number prescribed by FFT in advance of the session. The fee will not exceed$225.00 per session. Payments shall be made by Mason County to the Contractor, usually within thirty(30) days of the receipt of the correctly completed documents requesting and supporting demand for payment, subject to: 1. Failure of the Contractor to comply with the terms of this agreement shall give the County the right to withhold payment under this agreement. The Contractor shall submit monthly billings to the Mason County Juvenile Department P.O. 368, Shelton, Washington or fax to, 360-427-7785 (attention Mike Dunn), within fifteen(15) days following the last day of the previous month. The County reserves the right to withhold payment for any claim not submitted for payment within fifteen(15) days following the termination of this agreement. 13 of 16 EXHIBIT C: DISCLOSURE OF CRIMINAL BACKGROUND Pursuant to the requirements of Sections 43.43.830 to 43.43.845 of the Revised Code of Washington, we must ask you to disclose the following information. The information will be kept confidential; 1. A. Have you ever been convicted of a crime against children or other persons? (A crime against persons means a conviction of any of the following offenses: Aggravated murder; first or second degree murder; first or second degree kidnapping; first, second or third degree assault; first, second or third degree assault of a child; first, second or third degree rape; first, second or third degree rape of a child; first or second degree robbery; first degree arson; first degree burglary; first or second degree manslaughter; first or second degree extortion; indecent liberties; incest; vehicular homicide; first degree promoting prostitution; communication with a minor; unlawful imprisonment; simple assault; sexual exploitation of minors; first or second degree criminal mistreatment; first or second degree custodial interference; first or second degree custodial sexual misconduct; malicious harassment; firs, second or third degree child molestation; first or second degree sexual misconduct with a minor; patronizing a juvenile prostitute; child abandonment; promoting pornography; selling or distribution erotic material to a minor; custodial assault; violation of child abuse restraining order; child buying or selling; prostitution; felony indecent exposure; criminal abandonment; or any of these crimes as they may be renamed in the future.) Yes No B. Have you ever been convicted of a crime relating to financial exploitation if the victim was a vulnerable adult? (Crimes relating to financial exploitation means a conviction for first, second or third degree extortion; first, second or third degree theft; first or second degree robbery; forgery; or any of these crimes as they may be renamed in the future.) Yes No If you answer"yes"to either part A or B of question 1, please describe and provide the following information: Date State Conviction Sentence Cause Number Court State ID# 2. A. Have you ever been found in a dependency action or domestic relations proceeding to have sexually assaulted, abused or exploited any minor, or to have committed child abuse or neglect as defined in RC W 26.44.020? Yes No B. Have you ever been found in any disciplinary board final decision to have sexually or physically abused or exploited any minor or developmentally disabled person or to have abused or financially exploited any vulnerable adult? Yes No C. Have you ever been found by a court in a protection proceeding to have abused or financially exploited a vulnerable adult? 14 of 16 Yes No If you answer"Yes"to part A, B or C of question 2, please describe and provide the following information: Date State Findings/Penalty Cause Number Court State ID# (SID) 3. Have you ever been convicted of a crime relating to drugs? (A crime relating to drugs means a conviction of a crime to manufacture, delivery or possession with intent to manufacture or deliver a controlled substance.) Yes No Mason County Personnel may request your fingerprints to obtain from the criminal identification system a report of your record of criminal convictions for offenses against children or other persons, crimes relating to financial exploitation of vulnerable adults, crimes relating to drugs, civil adjudications of child abuse, domestic relations proceedings, disciplinary board final decisions, and protection proceedings. If you are hired before that report is available, YOUR EMPLOYMENT WILL BE CONDITIONAL UPON THE RECEIPT OF A SATISFACTORY REPORT. You will be notified of the response within ten days after Mason County Personnel receives the report. We will make a copy of the report available to you upon request. UNDER PENALTY OF PERJURY, I certify under the laws of the State of Washington that the above information is true, correct and complete. I understand that if I am hired, I can be discharged for any misrepresentation or omission in the above statements. I also understand that if I am hired, my employment is conditioned on Mason County's receipt of a satisfactory report. Signature: Name (Please print): DATE: I signed this document while in , Washington (city or town) 15 of 16 EXHIBIT C: Continued DISQUALIFYING CRIMES AGAINST PERSONS As listed in RCW 43.43.830 and RCW 43.43.842 Listed below are the crimes that disqualify an applicant from appointment to a position that requires a Washington State Patrol Check. The duties and responsibilities of these positions include the requirement of unsupervised contact with youth, developmentally disabled persons or vulnerable adults. This information is taken from the DSHS form for criminal background checks for individual providers (DSHS 09-803) (06/94). Aggravated Murder Patronizing a Juvenile Prostitute Arson 1 St Degree Promoting Prostitution 1st Degree Assault 1st Degree Prostitution(3 years or more) Assault 2"d Degree Rape 1st Degree Assault 3`d Degree Rape 2"d Degree Assault 4th Degree (3 years or more) * Rape 3`d Degree Burglary 1 st Degree Rape of a Child 1"Degree Child Abandonment Rape of a Child 2"d Degree Child abuse or neglect(RCW 26.44.020) Rape of a Child 3`d Degree Child buying or selling Robbery 1 St Degree Child Molestation 1"Degree Robbery 2"d Degree Child Molestation 2"d Degree Selling/Distributing Erotic Material to a Minor Child Molestation 3`d Degree Sexual Exploitation of a Minor Communication w/minor for immoral purposes Sexual Misconduct w/a Minor 1st Degree Criminal Mistreatment I"Degree Sexual Misconduct w/a Minor 2"d Degree Criminal Mistreatment 2"d Degree Theft lst Degree Custodial Assault Theft 2"d Degree (5 years or more) * Custodial Interference 0 Degree Theft 3`d Degree (3 years or more) * Custodial Interference 2"d Degree Unlawful Imprisonment Extortion 0 Degree Violation of Child Abuse Restraining Order Extortion 2"d Degree Extortion 3`d Degree Felony Indecent Exposure Forgery (5 years or more) Incest Kidnapping l st Degree Kidnapping 2"d Degree Malicious Harassment Manslaughter 1 St Degree Manslaughter 2"d Degree Murder 1st Degree Murder 2"d Degree * The crimes above marked with an asterisk are not disqualifying as long as the conviction date is established to be 3 or 5 years prior to application. 16 of 16 MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Alex Paysse DEPARTMENT: Community Services, EH EXT: 279 BRIEFING DATE: 6/15/2020 PREVIOUS BRIEFING DATES: If this is a follow-up briefing, please provide only new information INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources [i Legal ❑ Other—please explain ITEM: Water Quality Updates EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): Hood Canal Regional PIC program was awarded an additional 100,000 for their Phase 4 PIC work in Hood Canal. Partners discussed how to utilize the additional funds and came up with an additional 81,500 for Mason County PIC work in Hood Canal. End date for this contract is Dec. 30, 2021 South Sound and North Bay project is requesting an extension with DOH to a new end date of June 30, 2021. In addition, we have requested a budget and scope of work change to allow for more sampling and PIC work in the South Sound SPDs. If extended and additional changes are approved, additional funds within the existing budget will be available for more staff time. BUDGET IMPACT: New amendment with HCCC would result in additional 81,500 to 2020/2021 budgets. South Sound amendment is a change to how existing budget is allocated. Results would require another FTE in water quality in order to complete work. Contract amendments to follow. PUBLIC OUTREACH:(Include any legal requirements, direct notice, website, community meetings, etc.) Various partner meetings and the Oakland Bay CWD meeting. RECOMMENDED OR REQUESTED ACTION: Approval to hire an Environmental Health Specialist to support Water Quality program and PIC projects, provided these amendments are approved. Position would be temporary full time with an end date of June 30, 2021 unless extended through additional funding. Position would not be posted until amendments are finalized. ATTACHMENTS: None Briefing Summary 6/10/2020 MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Lydia Buchheit DEPARTMENT: Community Services - Health EXT: 404 BRIEFING DATE: 06/15/2020 PREVIOUS BRIEFING DATES: N/A If this is a follow-up briefing, please provide only new information ITEM: Professional services contract with Olympic Health and Recovery Services (OHRS) EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): OHRS will be responsible for providing direct service's to clients during the life of the Health Care Authority (HCA) contract K4511 in partnership with Public Health while implementing the Law Enforcement Assisted Diversion program (LEAD) in Mason County. Direct client services will include peer services, case management, SUD assessments, recovery support coordination etc. BUDGET IMPACTS: All funds are provided, as pass through, by contract K4511 with HCA. PUBLIC OUTREACH:(include any legal requirements, direct notice, website, community meetings, etc.) N/A RECOMMENDED OR REQUESTED ACTION: Move to action agenda for Tuesday, June 16th, 2020 ATTACHMENTS: OHRS contract for LEAD program Briefing Summary 6/9/2020 MASON COUNTY PROFESSIONAL SERVICES CONTRACT CONTRACT # THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and Olympic Health and Recovery Services (OHRS) , hereinafter referred to as "CONTRACTOR." Contracted Entity Olympic Health and Recovery Services Address 612 Woodland Square Loop SE City, State, Zip Code Lacey, WA 98503 Phone 360-763-5828 Primary Contact Name, Title Joe Avalos Primary Contact Phone & E- 360-819-3305 mail oe.avalos tmbho.or Contractor Fiscal Contact Tara Smith Contractor Fiscal Phone & 360-763-5809 Email tara.smith@tmbho.org Washington State UBI# 603-569-721 Federal EIN 47-5326968 Total Award/Contract Value $407,000 Contract Term Duration June 9, 2020-June 30, 2021 County Contract Contact Lydia Buchheit, Community Health Manager County Contract Email & LVdiab co.mason.wa.us 360-427-9670 ext 404 Phone County Fiscal Contact Casey Bingham, Fiscal Manager County Fiscal Email & Phone Caseyb@co.mason.wa.us 360-427-9670 ext. 562 PURPOSE The purpose of this contract/grant is to assist the COUNTY in the delivery of a pilot project for Law Enforcement Assisted Diversion which shall adhere to Law Enforcement Assist Diversion core principles with funding from the Health Care Authority contract K4511 with Mason County Community Services. 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. CONTRACTOR BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON Olympic Health and Recovery Services Agency Name Authorized Signature Date Sharon Trask, Chair Date Joe Avalos, Administrator APPROVED AS TO FORM: Tim Whitehead, Chief DPA Date Professional Services Contract Olympic Health and Recovery Services June/2020 Page 1 Special Conditions CONTRACTOR agrees to the following: The award of funds does not guarantee that the CONTRACTOR will receive funding if special conditions are not met. The following document requirements and must be received within 30 days of contract award starting date for the CONTRACTOR to submit an invoice and receive funding. 1. CONTRACT REQUIREMENTS to receive funding: a. Certificate of Insurance (see requirements Exhibit B) Funding Source: Health Care Authority Contract K4511 with Mason County Community Services: General State Funds & Substance Abuse Block Grant General Terms and Conditions Scope of Services: CONTRACTOR agrees to provide COUNTY all services and any materials as set forth as identified in Exhibit A SCOPE OF SERVICES, Housing RFP Application, instructions and disclosures during the CONTRACT period. No material, labor or facilities will be furnished by COUNTY, unless otherwise provided for in the CONTRACT. 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 a period of up to one year, and for a total of no longer than three years. 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-Budget, 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 be responsible for and will pay all taxes related to the receipt of payments from the COUNTY. 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, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. Payment: COUNTY will reimburse CONTRACTOR for actual expenditures incurred each month, according to the terms provided in EXHIBIT B, provided that CONTRACTOR performs the services and submits all Professional Services Contract Olympic Health and Recovery Services June/2020 Page 2 Ij l reporting to a satisfactory level. Monthly expenditures will be reported using the template provided. Payment is on the assumption that State and local funds are available to the COUNTY for disbursement to the CONTRACTOR and have been expended and program requirements met, or earlier in the event of non-compliance. If State or local funds are not available to the COUNTY, the COUNTY reserves the right to amend the payment terms and the amount of the maximum contract total. The term of this CONTRACT begins on the Effective Date, and the CONTRACTOR agrees not to incur any expenses on the program using COUNTY funding prior to the effective date. The CONTRACT end date is June 30, 2021, or earlier in the event of non-compliance. Payment Information: CONTRACTOR agrees to complete or make sure a current Vendor Payment Form is on file providing the COUNTY with all information necessary to correctly issue such payments. If CONTRACTOR fails to provide such information in response to the COUNTY'S written request, then the COUNTY may withhold payments to CONTRACTOR until CONTRACTOR provides such information. Budget: CONTRACTOR further agrees that funds provided under this CONTRACT will be expended as specifically itemized line by line in the Budget provided in Exhibit C, and that CONTRACTOR will follow the Budget Amendment Process for quarterly expense transfers within a budget category (i.e. operations, administration, facilities support). Budget transfers will not be made unless approved by the COUNTY. Late requests will not be accepted. 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. Recordkeeping: COTNRACTOR agrees to keep records in an easily read form sufficient to account for all receipts and expenditures of contract funds. These records, as well as supporting documentation, will be archived by the CONTRACTOR'S office for at least six (6) years after the end of the contract. CONTRACTOR agrees to make such books, records, and supporting documentation available to the COUNTY for inspection when requested. Accounting and Payment for CONTRACTOR Services: Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set forth in "Exhibit C BUDGET." Where Exhibit "C" requires payments by the COUNTY, payment shall be based upon written claims supported, unless otherwise provided in Exhibit "C," by documentation of units of work 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, to comply with municipal auditing requirements. Acceptable invoices will be processed within 30 days of receipt. Unless specifically stated in Exhibit "C" 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. Reporting and Other Contract Requirements: CONTRACTOR agrees to submit program and expense reports, as well as perform all other requirements outlined in Exhibit A- on or before the dates indicated therein. The COUNTY reserves the right to aggregate, disaggregate, analyze, reproduce, and/or disseminate the data provided in program Professional Services Contract Olympic Health and Recovery Services June/2020 Page 3 reports, financial activity reports, or any other reports submitted to the COUNTY with respect to the program. Federal and State Benchmarks, Data Collection, and Evaluation: The Department of Housing and Urban Development (HUD) and the Department of Commerce may require additional reporting of programs and continuums of care directly or indirectly related to the funding awarded such as, but not limited to, Coordinated Entry, Data Quality, Data Timeliness, Housing Inventory Report, Annual Performance Report, Point in Time Count and System Performance Measures. CONTRACTOR agrees to participate in these evaluation efforts, meet individual benchmarks that contribute to the system and will fulfill the data collection and reporting requirements specified at the time of the request. It will be the obligation of the COUNTY representatives, CONTRACTOR and other contractors to provide protections and assurances regarding the confidentiality of data, samples of work (in any media format) and/or interview comments provided by participants. COTNRACTOR also agrees to provide the COUNTY with the results of any independent or self-directed evaluation or research undertaken in respect to the funded program. 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. 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). 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 Professional Services Contract Olympic Health and Recovery Services June/2020 Page 4 CONTRACTOR or any employee of CONTRACTOR or any sub-contractor or any employee of any sub- contractor by COUNTY now or in the future. Intellectual Property: COTNRACTOR shall retain all copyrights and other intellectual property rights to written work produced because of this award, including but not limited to, work product listed in SCOPE OF SERVICES. CONTRACTOR grants to COUNTY a nonexclusive, irrevocable, perpetual, and royalty-free license to access, reproduce, publish, copy, or otherwise use such written work. Program materials may be reproduced (but not morphed, amended, revised, or redesigned) by any other party, on a worldwide, non-exclusive basis and without fee in connection with their own educational or program purposes, but may not be used in connection with sales or distribution for profit. The owner must approve any use of project materials not specifically permitted under this provision, in advance and in writing. As appropriate, all materials shall contain an attribution of ownership. Third-Party Rights: CONTRACTOR warrants that written work product(s) produced under the terms of this CONTRACT will not infringe, misappropriate, or violate the rights of any third party, or incorporate or be derived from the intellectual property of any third party, without the COUNTY'S prior written consent. 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. 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. 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: Professional Services Contract Olympic Health and Recovery Services June/2020 Page 5 -1 1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the AGREEMENT 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 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 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 Agreement are not subject to arbitration. Change in Personnel The success of the approved program is largely contingent on the approved staffing identified in the proposal application and/or related to the final award amount and related services. Should there be any material change in job description, level of authority, or employment status of program staffing (or projected staff start dates for new programs) during the term of the CONTRACT, the COUNTY requires that the CONTRACTOR notify the COUNTY in writing within 15 days of the change and includes a staffing plan to minimize any disruption in services. CONTRACTOR will provide weekly updates after the written notice and plan until the staffing change is resolved. Professional Services Contract Olympic Health and Recovery Services June/2020 Page 6 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. Equipment Purchase, Maintenance, and Ownership The CONTRACTOR agrees that any depreciable equipment purchased, in whole or part, with contract funds at a cost of $1,000 per item or more, is upon its purchase the property of the COUNTY and will be used only for the program funded. The CONTRACTOR agrees to establish and maintain transaction documents (purchase requisitions, packing slips, invoices, receipts) and maintenance records of equipment purchased with Contract funds. The CONTRACTOR shall be responsible for any loss or damage to property of the COUNTY that results from the negligence of the contractor or that results from the failure on the part of the contractor to maintain and administer that property in accordance with sound management practices. In the case of Early Termination, the CONTRACTOR agrees that all such equipment will be returned to the COUNTY unless otherwise agreed upon in writing by the CONTRACTOR and the COUNTY. 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. If subcontracting approved, CONTRACTOR is responsible to COUNTY should the subcontractor fail to comply with any applicable term or condition of this contract. CONTRACTOR shall audit and monitor the activities of the subcontractor during the contract term to assure fiscal conditions and performance metrics are met. COUNTY will be included on any audit or monitoring activities and reports. 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 Professional Services Contract Olympic Health and Recovery Services June/2020 Page 7 IL _ II 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. 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: 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 Professional Services Contract Olympic Health and Recovery Services June/2020 Page 8 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 B-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. 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 there from) which 1) are caused in whole or in part by any act or omission, negligent or 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. Professional Services Contract Olympic Health and Recovery Services June/2020 Page 9 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 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. Conflict of Interest Notwithstanding, any determination by the Executive Ethics Board or other tribunal, the COUNTY may, in its sole discretion, by written notice to CONTRACTOR terminate this contract if it is found after due notice and examination by the COUNTY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW or any similar statute involving CONTRACTOR, or any activities performed pursuant to the contract. Unilateral Contract Changes The CONTRACTOR acknowledges that the COUNTY may correct typographical errors, numbering errors or other minor grammar or punctuation error without the need to amend the agreement. The CONTRACTOR shall be notified when any correction take place and will be provided with a corrected copy of the contract. Contract Monitoring and Program Review CONTRACTOR will permit Mason County staff to visit CONTRACTOR'S premises and review CONTRACTOR'S activities with respect to the program, and will permit the COUNTY at its own expense, to conduct an independent financial and/or programmatic audit of the expenditures related to this contract. Administration Contract: COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County's Community Services Director 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: Lydia Buchheit, Community and Family Health & Human Services Manager Mason County Community Services 415 N. 6th Street Phone: 360-427-9670 Ext. 404 Fax: 360-427-7787 E-mail: LydiaB(c co.mason.wa.us Professional Services Contract Olympic Health and Recovery Services June/2020 Page 10 Financial Contact: 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(o-)co.mason.wa.us 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. 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 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. Special Conditions C. General Terms & Conditions D. Exhibit B Insurance Requirements E. Exhibits A, C F. Exhibit D-HCA Professional Services Contract #K4511 LEAD Pilot Site Development 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. Professional Services Contract Olympic Health and Recovery Services June/2020 Page 11 EXHIBIT A SCOPE OF SERVICE Program: Mason County Law Enforcement Assisted Diversion (LEAD) Program Program Description: Olympic Health and Recovery services will operate as the Behavioral Health Agency for Mason County's Law Enforcement Assisted Diversion (LEAD) pilot program coordinated by Mason County Community Services-Public Health Division (MCPH). The program will divert willing individuals known to commit offenses related to behavioral health conditions including Substance Use Disorder, to social service providers in lieu of jail booking and prosecution, and will coordinate filed cases with individual intervention plans formulated by LEAD case managers in consultation with program participants. Services to which participants are connected may include, but are not limited to, case management, housing, medical care, mental health care, treatment for alcohol or substance use disorders, nutritional counseling and treatment, psychological counseling, employment, employment training and education, civil legal services, and system navigation. Program Expectations: • Coordinate with MCPH to Implement a LEAD pilot program that adheres to the Core Principles of LEAD and HCA contract (Exhibit D) • Provide Outreach Coordinator; Clinical Supervisor and Case Manager positions to implement the program and fulfill HCA contract requirements • Collect and report data and progress reports to MCPH monthly per LEAD requirements • Ensure the LEAD program has referred and admitted at least 50 individuals by June 30, 2021. Performance/Reporting and Deliverables: Provider will serve a minimum of 50 unique individuals per year per each case manager. Provider will collect and report the LEAD required data to Mason County Public Health on an agreed upon format, forms and schedule. Professional Services Contract Olympic Health and Recovery Services June/2020 Page 12 EXHIBIT B 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. B. Certificate of Insurance: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within thirty (30) 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 contractors, subcontractors, and anyone else involved in this CONTRACT on behalf of the CONTRACTOR (hereinafter"indemnifying parties") to comply with these provisions. 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 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 to provide evidence of the insurance required herein, satisfactory to COUNTY, consisting of: a) certificate(s) of insurance evidencing all of the coverages required and, b) an additional insured endorsement to CONTRACTOR's general liability policy using Insurance Services Office form CG 20 10 with an edition date prior to 2004. 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. Professional Services Contract Olympic Health and Recovery Services June/2020 Page 13 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 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 agreement 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 require insurers, to provide notice to COUNTY thirty (30) days prior to cancellation of such liability coverage or of any material alteration or non-renewal of any such coverage, other than for non-payment of premium. CONTRACTOR shall assure that this provision also applies to any subcontractors,joint ventures or any other party engaged by or on behalf of contractor in relation to this agreement. Certificate(s) are to reflect that the issuer will provide thirty (30) days' notice to COUNTY of any cancellation of coverage. 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 agreement. 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. Professional Services Contract Olympic Health and Recovery Services June/2020 Page 14 EXHIBIT C BUDGET Submit monthly invoice request electronically to Stacey Ells at staceye c.co.mason.wa.us and cc Abe Gardner agardner -co.mason.wa.us Olympic Health and Recovery Services Budget Details TBD q�JJ6K�� AS ��.-IqI.t � D✓� `I() k til oj�- 1-4L✓r Maximum Contract Total 537,000 Payment: Funding will be disbursed upon submitting the program reports and expenditure invoice according to the vendor payment schedule of the County Assessor's Office. Invoices are paid providing the CONTRACTOR performs the services, all expenses are allowable, and submits all reporting to a satisfactory level. COUNTY will reimburse CONTRACTOR for actual expenditures incurred each month. Payment is considered timely when paid within thirty days from the date the invoice was approved. Professional Services Contract Olympic Health and Recovery Services June/2020 Page 15 MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Todd Parker DEPARTMENT: Public Health — Community Family EXT: 293 Health BRIEFING DATE: 6/15/20 PREVIOUS BRIEFING DATES: none If this is a follow-up briefing, please provide only new information INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources ❑ Legal ❑ Other— please explain ITEM: Citizen Opening on the Housing and Behavioral Health Advisory Board EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): Mason County is seeking one citizen applicant for the Mason County Housing and Behavioral Health Advisory Board. The applicant must be a resident of Mason County residing in Commissioner District 3 (Shelton, South to Lynch Rd and approximately North along Highway 3 and West to Spencer Lake). The applicant must not have direct affiliations with agencies that receive funding. The Housing and Behavioral Health Advisory Board is a seven-member board appointed to advise the Board of County Commissioners on the use of state and local funds to address affordable housing, homelessness, and behavioral health treatment in Mason County. BUDGET IMPACT: No budget impacts PUBLIC OUTREACH:(include any legal requirements, direct notice, website, community meetings, etc.) Press release RECOMMENDED OR REQUESTED ACTION: Read press release at the June 16 BoCC Action Agenda Meeting ATTACHMENTS: Press Release Briefing Summary 6/10/2020 NEWS RELEASE June 16, 2020 MASON COUNTY COMMISSIONERS 411 NORTH 5T" ST SHELTON, WA 98584 (360) 427-9670 EXT. 419 TO: KMAS, KRXY, SHELTON-MASON COUNTY JOURNAL, THE OLYMPIAN, SHELTON CHAMBER OF COMMERCE, NORTH MASON CHAMBER OF COMMERCE, CITY OF SHELTON, ECONOMIC DEVELOPMENT COUNCIL, THE SUN RE: Housing and Behavioral Health Advisory Board Citizen Vacancy Mason County is seeking one citizen applicant for the Mason County Housing and Behavioral Health Advisory Board. The applicant must be a resident of Mason County residing in Commissioner District 3 (Shelton, South to Lynch Rd and approximately North along Highway 3 and West to Spencer Lake). The applicant must not have direct affiliations with agencies that receive funding. The Housing and Behavioral Health Advisory Board is a seven-member board appointed to advise the Board of County Commissioners on the use of state and local funds to address affordable housing, homelessness, and behavioral health treatment in Mason County. The Advisory Board typically meets at least once per month on the fourth Wednesday from 9 — 11 am, with special meetings scheduled, as necessary. Appointed board members normally serve a four-year term. Applications to serve on the board are being accepted until the position is filled, and should be submitted to the Mason County Commissioners, 411 N. 5t" St., Shelton, WA 98584. Application forms may be obtained from the Commissioner's Office, (360) 427-9670 ext. 419 or visit our website at www.co.mason.wa.us. Under the menu Advisory Boards select Advisory Boards Home link for the application. Contact Todd Parker at 360-427- 9670 ext. 293 or tparker(o�co.mason.wa.us for more information. BOARD OF MASON COUNTY COMMISSIONERS Kevin Shutty Sharon Trask, Chair Randy Neatherlin MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: David Windom DEPARTMENT: MCCS EXT: BRIEFING DATE: 15 June 2020 PREVIOUS BRIEFING DATES: If this is a follow-up briefing, please provide only new information INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources ❑ Legal ❑ Other — please explain ITEM: Brief on move to Phase 3 for Safe Start Washington EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): Update on the progress for the application for a variance to move from Phase 2 to Phase 3. Discuss timeline and areas that may need more clarification. BUDGET IMPACT: N/A PUBLIC OUTREACH:(Include any legal requirements, direct notice, website, community meetings, etc.) Post through Joint Information Center Channels RECOMMENDED OR REQUESTED ACTION: Discuss and approve timeline, restrictions, policies for moving forward from Phase 2 to Phase 3. ATTACHMENTS: Phase 3 doc draft with placeholders. This document will change on Friday (June 12 with the latest data from DOH) Briefing Summary 6/10/2020 MASON COUNTY REQUEST FOR VARIANCE Phase 2 to Phase 3 Abstract Mason County Application for Variance to move from Phase 2 to Phase 3 David Windom dwindom@co.mason.wa.us Statement of Purpose Mason County seeks a collaborative and responsible approach to moving our community from Phase 1 Recovery into Phase 2. Mason County, operating with a comprehensive partnership including the community, tribes, health care, first responders, city, and county leadership, continues to meet or exceed the criteria needed to reopen our local economy and support medical systems. Mason County's population estimate is 66,768 (census.gov, 5/5/2020). As a responsible governing body, Mason County is seeking this variance to prevent collapse or further unnecessary and preventable second and third order of effects to the population and economy. It should be noted that our primary focus is always keeping the community safe while moving into Phase 2 Washington's Phased Approach Governor Inslee, in collaboration with local elected officials, the Department of Health, and local health jurisdictions, has established a data-driven approach to reopening businesses and modifying physical distancing measures while minimizing the health impacts of COVID-19. This approach reduces the risk of COVID-19 to Washington's most vulnerable populations and preserves capacity in our healthcare system, while opening businesses safely. The plan involves assessing COVID-19 activity in the state along with healthcare system readiness and our state's ability to perform extensive testing, isolate and manage cases, quarantine their contacts, and protect high risk populations. The state will implement a phased approach to reopening businesses and modifying physical distancing measures when disease activity is adequately suppressed, and readiness is achieved in five key areas: healthcare system readiness, testing, case and contact investigations, and protecting high-risk populations. Metrics Phases and Risk r r Disease AssessmentActivity Readiness and Contact Tracing Higher Risk PHASES AND RISK ASSESSMENT Data as of June 04.2020 1 t:59PM PT ® C 9 Washington state learn Countyounty Phases es and Risk Assessment More This map shows the current phases and the key metrics used to determine county readiness to move between phases. Select a county to see the status of key metrics for that particular county.or select a key metric for additional detail V Select a County Mason Mason County key metrics Phases by County � Kitsap Value Goal Meeting Kittitas Goal Klickitat Rate per IOOK of newly diagnosed 4.6 <25 Yes Lewis cases during the prior two weeks Lincoln Number of individuals tested for 223.0 s 50 Yes Mason each new case during the prior Okanogan week Pacific Percent of individuals testing 0.4% <2% Yes positive for COVIO-19 during the Pend Oreille past week testing positive Percent of licensed beds occupied 68.0% <80% Yes by patients Percent oflicensed Percent of licensed beds occupied 8.0% <10% Yes beds occupied by COVID-19 cases Phase 1 Phase 2 Phase 3 Phase 4 Percent of licensed beds occupied by - 1 COVID-19 cases Sources:Washington State Department of Health Mason County Application for Variance Metrix Covid-19 Activity Target<25 cases/100,000/14 days 4.6 Trends in Hospitalizations Flat Reproductive rate for the Western Region 0.9 Healthcare System Readiness Licensed beds Occupied by patients 68%GREEN (target<80%) licensed beds occupied by Suspected/confirmed COVID-19 cases 1 occupied for 4%GREEN (Target<10%) Testing Average number of tests performed per day during the past week(or average tests positive for COVID-19 during the 223 tests-31.9 tests per day- .1 cases per day past week) (target 50 times the number of cases or 2%) Median time from symptom onset to specimen collection (target<2 median Null days) Case and Contact Investigations Percent of cases reached by phone within 24 hours of receipt of positive case report 100% (target 90%) Percent of contacts reached by phone or in person within 48 hours of receipt of 100% confirmed positive lab report Percent of cases being contacted daily(by phone or electronically) during their 100% isolation period (target 80%) Percent of contacts being contacted daily (by phone or electronically) during their 100% quarantine period (target 80%) Protecting high-risk populations Number of outbreaks reported by week (defined as 2 or more non-household cases epidemiologically linked within 14 none days in a workplace, congregate living, or institutional setting) (target 0 for small counties) Current St-h,� Epidemiologic CurvesCumulative Counts Demographics Testing C• • EPIDEMIOLOGIC CURVES Data as of June 07,2020 11:59PM PT Srkr�er,Ciptc,ri COVID-19 in Washington State team Confirmed Cases and Deaths by Illness Onset Date,and Hospitalizations by Admission Date More This chart shows the progression of the COVID-19 outbreak in Washington by cases,hospitalizations and deaths overtime and is known as an epidemiologic curve.The epiderniologic curve is the curve referred to in the phrase,"flatten the curve-- v Hospitalizations Deaths Confirmed Case Counts •Confirmed Cases Data are incomplete for the most recent dates. Select County )> 4 Mason County n King County Kitsap County Kittitas County 2 Klickitat County Lewis County Mason county ■Okanogan Co... I I I I I II ( I I I) I I I II II (I I Pierce County 0 Feb 202C Mar 2020 Apr X020 1,4.3} Date of Illness Onset Epidemiologic Curves Cumulative Counts •• .• TestingCOVID-like Illness Hospitalizations Data as of June 07,2020 11:59PM PT COVID-19 in Washington State Number of Individuals Tested by Specimen Collection Date earn t.lore Testing for COV1D-79 has been steadily increasing in Washington.Beginning in late March,drive-through testing became available in some communities,which increased testing availability. v Number of Individuals Tested 1 1.6%of individuals tested positive •Positive •Positive(Data Incomplete) Negative Negative(Data Incomplete) 80 60 40 20 o ' Mar 2020 Apr 2020 May 2020 Jun 2020 Specimen Collection Date 79,995 out of 410,290 test results do not have an assigned county. Application Narrative 1. Provide a brief epidemiologic summary of new COVID-19 cases since moving to Phase 2 a. The proportion of cases without a known epidemiologic link to other cases. b. The age and race/ethnicity distribution of cases, hospitalizations, and deaths. c. A list of the number of new or ongoing outbreaks (defined as 2 or more non- household cases epidemiologically linked with 14 days in a workplace, congregate living, or institutional setting in the county), the facility name and type, and for each facility, the number of cases associated with that outbreak. d. A description of populations disproportionally affected by COVID-19. e. If COVID-19 is disproportionately affecting low income communities or communities of color in your county, what are your plans to protect these populations 2. Testing Capabilities Mason County continues to maintain adequate capacity for testing. Mason General Hospital conducts daily drive-through testing averaging 25-35 tests per day. Other testing capacity exists with Harrison Hospital, Port Orchard, as well as Peninsula Health Care Systems in Belfair and Kitsap County. Laboratory resources are adequate through the public health lab and private labs. Total tests average 25-35 per day. Tests are geographically and economically available to all populations. Mason County has a Drive-Thru testing site available at Mason General Hospital as well as testing through clinical outlets. We have supported Mason General Hospital in promoting these testing sites in multiple ways. The test site triage line is on multiple websites throughout the county to include Mason general Hospital and Mason County Public Health. The Joint Information Center (JIC) has promoted the site in various ways to include public outreach in the English and Spanish language. The JIC partnered with Mason General Hospital creating a video of the step by step process that occurs at the testing site. It continues to be shared and promoted on multiple social media pages throughout Mason County. Kitsap County has 2 locations for testing available to our North Mason residents for convenience and working with our Hospital District 2 partners. All the above locations for testing are available to low-income, no insurance, or underserved populations. Testing sites have a triage phone line available to call and set up testing times and dates. 3. Median number of days from onset of symptoms to specimen collection. a. Since moving to Phase 2 we have had 2 cases b. Median numbers not calculated for low response numbers 4. During the period of For each of the weeks you have been in Phase 2, report the total number of COVID-19 tests reported for the county, the number of negative and number of positive test results, percent positive, and what 50 times the number of positive tests would be. In addition, report the percent positive of all tests for the overall time period. The ideal target is to perform about 50 tests per case and have a percent positivity no more than 2%. If the target is not being met, what seems to be the cause(s) and what are you doing to help address that? a. Week 1 (dates): Total #of tests, # of negative tests, #of positive tests, percent positive, ideal target: 50 times the number of positive tests. b. Repeat for remaining weeks. c. Sum total # positive tests/total #of tests = percent positive. 5. Report or update the local health jurisdiction's resources to perform case investigations and contact tracing using statewide standardized COVID-19 case and contact investigation protocols. a. Mason County Department of Community Services, Public Health and Human Services Division maintains a highly trained communicable disease staff with experience in contacts investigations. b. With Mason County's population at 66,768 we have established 10 FTE's are required to conduct efficient contact tracing investigations. MCPH currently has 17 public health staff and 2 citizen volunteers, all trained in the Incident Command System, outbreak investigations and contact investigations. This is a total of 15.2 FTE's. This meets the guidelines of 15 investigators/100,000 population. No gaps identified for steady state operations. c. Outbreak Considerations i. A COVID-19 outbreak will be handled just as we would handle any infectious disease outbreak in these settings. Mason County Public Health (MCPH) staff will quickly and efficiently respond. Following all DOH and DSHS guidelines we will direct the outbreak response and investigation. ii. To date Mason County has experienced one (1) COVID-19 outbreak in a workplace setting of four (4) employee cases and one (1) contact case. Mason County Public health was able to contact cases and conduct contact tracing investigation efficiently without diminishing or exceeding our capabilities. d. With the help of our local Department of Emergency Management, we will ensure they have adequate PPE and testing supplies throughout the outbreak. Mason General Hospital has the testing capacity to serve our testing needs in the event of an outbreak in a local facility or workplace. MCPH currently has 17 public health staff and 2 citizen volunteers, all trained in the Incident Command System, outbreak investigations and contact investigations. This is a total of 15.2 FTE's. This meets the guidelines of 15 investigators/100,000 population. e. At the peak in March, Mason County did not exceed the capacity of the first line series of investigators. 100 percent of positive cases are investigated within 24 hours. Most case investigations are completed within 12 hours. Pop 66,768= 10 FTE investigator(15/100,000 pop) 4- Public Health Nurses 9-trained community health and EH Specialists 4-trained administration staff 2-trained volunteers Total 19= 15.2 FTE No further training scheduled at this time Mason County 1 workplace outbreak(4 employees and 1 contact case)case investigation complete <24 hours Reliance on DOH Resources • Per guidance from Secretary of Health John Wiesman, should any incident exceed the capacity of local resources, MCPH will contact DOH for an immediate strike team and request additional resources from DOL trained investigators. Ten additional investigators will be moved to Emergency Command where they have access to phones and computers. A MCPH nurse will supervise these additional resources. Mason County also has a partnership with the Squaxin Tribe to provide culturally appropriate case investigation. • Relying on DOH to provide relief for local investigators avoids exhaustion and multiplies effectiveness. • Mason County is currently in negotiation with DOH to supply case investigators and staffing for congregate quarantine/isolation through the use of a Memorandum of Understanding. f. The total number of cases identified over the past two weeks and the percentage of cases reached by phone or in person within 24 hours of receipt of positive lab test report (the ideal target is 90%). If the target is not being met, what seems to be the cause(s) and what are you doing to help address that? g. The total number of close contacts identified over the past two weeks and the percentage of contacts reached by phone or in person within 48 hours of receipt of positive lab test report on a case (the ideal target is 80%). If the target is not being met, what seems to be the cause(s) and what are you doing to help address that? h. For cases, are you currently reaching out to them daily throughout their isolation period via a combination of phone calls and electronic means (e.g., text) to check on their overall status and ability to successfully isolate? If so, for how long have you been doing the daily contacts and what percent of your cases over the last week have you made daily contact with (the ideal target is 80%)? If the target is not being met, what seems to be the cause(s) and what are you doing to help address that? i. For contacts, are you currently reaching out to them daily through a combination of phone calls and electronic means (e.g., text) to check on symptom development and their ability to successfully self-quarantine? If so, for how long have you been doing the daily contacts and what percent of your contacts over the last week have you made daily contact with (the ideal target is 80%)? If the target is not being met, what seems to be the cause(s) and what are you doing to help address that? j. The department conducts case investigation seven days per week. 6. Facilities used for isolation and quarantine. Motel for<10 persons isolation/quarantine Time period indefinite Food, laundry, provided by Mason County (Jail kitchen and laundry) Paid w/Corona funds Food may also be provided by families and public health for cultural appropriateness Building 10 County Owned Up to 75 beds for either isolation or quarantine County owned —indefinite time period Housing, laundry, food, recreation county provided Security services—private contract addition to county contract Showers + 2 interior bathrooms 2x Portable toilets and handwash facilities Mountain View Middle School (directly behind Mason General Hospital) 100 Bed Alternative Care Facility (portable) MOU with Shelton Schools—available until school starts Showers, bathrooms in school gym Food, laundry, recreation county provided Community Lifeline Homeless Shelter 30 beds added to capacity specifically for ill homeless (non- corona) On contract with county—will become permanent All services provided by Community Lifeline 7. In-home isolation a. The health department case investigator is asking each positive patient who is isolating at home if they have family or friends that can bring groceries or supplies. If the patient has no help, we access United Way, Meals on Wheels, Agency on Aging, and the local Senior Center to provide emergency boxes of food and supplies. b. The health department case investigator/staff makes referrals to outside agencies. The agency will let us know when boxes of food/supplies is available and delivered. Health department case investigator checks in with patient every day—so we know when supplies are low, more food is needed, or medications need delivery. 8. Outbreak investigation a. Mason County maintains the ability to immediately respond to outbreaks in congregate settings such as long-term care facilities, homeless shelters,jails, and works with Department of Corrections for prison facilities. b. DOH is currently conducting screening within skilled nursing facilities for staff and residents. Mason County will assist DOH as needed to provide local contacts and context. c. Per guidance from Secretary of Health John Wiesman, should any incident exceed the capacity of local resources, MCPH will contact DOH for an immediate strike team and request additional resources from DOL trained investigators. Ten additional investigators will be moved to Emergency Command where they have access to phones and computers. A MCPH nurse will supervise these additional resources. Mason County also has a partnership with the Squaxin Tribe to provide culturally appropriate case investigation. An MOU is currently in the approval process that outlines the specific requests. d. Relying on DOH to provide relief for local investigators avoids exhaustion and multiplies effectiveness. 9. Lessons Learned from move to Phase 2 a. Roll out timeline needed better coordination. The notification came out on a Saturday with very short notice. b. DOH/state industry specific guidance lagged behind counties moving into Phase 2. Industries began re-opening without guidance. c. Counties should control specific industry specific openings. With the move to Phase 2, clarity was not achieved. Mason County Plan For the move to Phase 3, Mason County will officially move into Phase 3 not earlier than 48 hours after approval from DOH official notification. The Joint Information Center will post the start date and time through standard notification channels. Mason County understands that the state is not producing industry specific guidance for Phase 3 with the exception of pools/spas and sporting events. Guidance from Phase 2 is extended into Phase 3. Mason County seeks a full opening with the exceptions of pools/spas and sporting facilities/ball fields.These areas will be approved upon commission and health officer review and approval. Mason County offices will utilize the Phase 3 Safe Start Plan Template (https://www.governor.wa.gov/sites/default/files/BusinessTem plate Phase3 1.pdf?utm medium=email&utm_source=govdelivery ) Appendix C for opening the county to the public at large with a tentative start date of 22 June, 2020 MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Kell Rowen, Planning Manager DEPARTMENT: DCD EXT: 286 BRIEFING DATE: June 1S, 2020 ITEM: News Release for one open seat on the Planning Advisory Commission (PAC). BACKGROUND: The Mason County Planning Advisory Commission is a seven (7) member citizen board appointed to advise the Board of Commissioners on policy related to the county comprehensive plan and on land use issues. The Planning Advisory Commission members help set the long-term direction or vision for the community's future. BUDGET IMPACTS: This proposal will cost has no cost. RECOMMENDED OR REQUESTED ACTION: Approve the attached News Release to attract candidates for the open position. The News Release will be read at the June 23, 2020 meeting of the Mason County Board of Commissioners weekly meeting and placed on the Mason County Planning Advisory Commission's webpage. ATTACHMENTS: News Release, 2020 PAC Membership Roster Briefing Item Summary Form Open Seat 6-15-2020 NEWS RELEASE June 23, 2020 MASON COUNTY COMMISSIONERS 411 NORTH 5T"ST SHELTON,WA 98584 (360)427-9670 EXT.419 TO: KMAS, KRXY, SHELTON-MASON COUNTY JOURNAL,THE OLYMPIAN, SHELTON CHAMBER OF COMMERCE, NORTH MASON CHAMBER OF COMMERCE, CITY OF SHELTON, ECONOMIC DEVELOPMENT COUNCIL,THE SUN RE: Planning Advisory Commission Vacancy Mason County is seeking applications for the Mason County Planning Advisory Commission.There is one open seat represented as an at-large position.Applications will be considered from all three Mason County Commissioner Districts. The Planning Advisory Commission is a seven-member citizen board appointed to advise the Board of County Commissioners on policies related to amendments to the Comprehensive Plan,Shoreline Master Program, Resource Ordinance and other development regulations in addition to making recommendations on rezone applications. The Commission typically meets at least once per month on the third Monday at 6:00 p.m.,with special meetings scheduled as necessary.Appointed Commissioners normally serve a four-year term. Currently, the at-large position will be filling a vacancy set to expire in January of 2022. Applications to serve on the board are being accepted until the position is filled,and should be submitted to the Mason County Commissioners,411 N. 5th St., Shelton,WA 98584. Application forms may be obtained from the Commissioner's Office, (360)427-9670 ext.419 or visit our website at www.co.mason.wa.us. BOARD OF MASON COUNTY COMMISSIONERS Sharon Trask Kevin Shutty Randy Neatherlin Chair Mason County Planning Advisory Commission-2020 Position Comm Name Phone Mailing Address Initial Appointment Term Expires District No. 2 1 Brian Smith 1/16/2018 1/31/2022 2 2 Joseph Myers 6/2/2020 1/31/2024 3 3 Isaiah Johnston 6/2/2020 1/31/2022 1 4 VACANT 1/31/2022 3 5 Aaron Cleveland 2/21/2017 3/31/2021 1 6 Mac McLean 11/26/2019 1/31/2024 1 7 Tim Opiela 6/2/2020 1/31/2022 Contact: Kell Rowen, Dept. of Community Services, Planning Division @ Ext. 286 Updated 6/2/2020 Attachment B MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Lydia Buchheit DEPARTMENT: Community Services-Public Health EXT: 404 BRIEFING DATE: 06/15/2020 PREVIOUS BRIEFING DATES: N/A If this is a follow-up briefing, please provide only new information ITEM: Purchase Julota case management and data collection software platform EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): As a requirement for the Health Care Authorities (HCA) contract to implement a Law Enforcement Assisted Diversion (LEAD) program in Mason County, MCPH has been asked to purchase a data collection/case management software platform. Julota is already working with other LEAD programs across the country and is considered a trusted and effective tool by the Public Defender's Association in Seattle, the agency that created LEAD, and is the technical assistance provider to Mason County's project. BUDGET IMPACTS: The software platform is funded in full by HCA contract K4511 (see deliverables, pg. 40) RECOMMENDED OR REQUESTED ACTION: Move to action agenda for Tuesday, June 23rd, 2020 ATTACHMENTS: HCA contract K4511- pg. 40 Julota license agreement Briefing Summary 6/10/2020 V Julota® Software as a Service(SaaS)License Agreement 1. This Software as a Service Agreement ("SaaS 1.7 Help Seeker(s)means the individual seeking Agreement" or "Agreement"), effective onEFFECTIVEDATE assistance from or through the Customer for health or non- ("Effective Date"), is made by and between TouchPhrase health related assistance. Development, LLC d/b/a Julota, which has a place of 1.8 Hosted Service means the real-time website service business at 102 S. Tejon St., Ste. 1100, Colorado Springs, hosted by Julota and provided to Customer from time to time. CO 80903 ("Julota"), and ENTITY , which has a place of The Hosted Service includes any change, improvement, business at ("Customer"), in exchange for the extension or other new version thereof that is developed or mutual promises contained herein, the receipt and legal otherwise made available to Customer. sufficiency of which are acknowledged. Julota and Customer shall be collectively referred by as the"Parties". 1.9 Julota API means the Julota application Julota provides a platform for organizations: a) to programming interface, scripts, widgets, embeddable provide services directly to individuals seeking assistance snippets and other tools that allow Customer to integrate the through it; b) to coordinate with other individuals or Customer'swebsite or any other system of Customer with all organizations to provide services to individuals seeking or part of the Hosted Services. assistance that it does not provide directly; c) to cooperate 1.10 Personal Datameans any personal information that with other organizations to identify services needed for Julota collects,receives,or obtains,from Customer that does individuals seeking assistance; or d) to assemble, monitor or can identify aspecific individual or by or from which that and direct Care Team(s)(defined below), specific individual may be identified, contacted or located, 1. DEFINITIONS. such as the individual's name, address, social security number,or any information that applicable law proscribes as 1.1 Care Team means an individual oran personally identifiable information. Personal Data may organizationused or assembled by or through Customer or include Protected Health Information(defined below). on behalf of Customer or in conjunction with Customer to 1.11 Platform means all ideas, concepts, inventions, assist Customer,directly or indirectly, in providing toa Health systems, platforms, software, interfaces, tools, utilities, Seeker (defined below) the assistance he or she seeks or requires. templates, forms, content, graphics, techniques, methods, processes, algorithms, code, know-how, trade secrets and 1.2 Community Partner means any organization that other technologies, implementations and information that are provides services to a Help Seeker through Customer used by Julota in providing the Julota services,including any utilizing the Hosted Service. innovations, revisions, enhancements, upgrades or 1.3 Customer Data means any data collected through improvements of the foregoing. the provision of these services, excluding publicly available 1.12 Protected Health Information or PHI shall have the data and data previously obtained by Julota. Customer Data same meaning as the term "protected health information"as may include Personal Data. defined in HIPAA. 1.4 Customer Website means the website owned and 1.13 Services means, collectively, the Hosted Service, operated by Customer as identified in the applicable Order Platform, Julota API (if available or applicable), and Schedule. Documentation,as described in the applicable SOW(defined 1.5 Documentation means any user guide, help below). information and other documentation and information 2. SERVICES. Subject to the terms and conditions of regarding the Hosted Service that is delivered by Julota to this Agreement, Julota will provide Customer with access to Customer in electronic or other form, if any, including any the Services as described in each Statement of Work"SOW". updates provided by Julota from time to time. The first SOW will be Exhibit A-1 and each subsequent SOW 1.6 Health Privacy Laws means(i)the Health Insurance will be designated "Exhibit A-_", completing the blank for Portability and Accountability Act of 1996, as amended and each subsequent SOW with the appropriate number, in includingan implementing regulations HIPAA"; ii ascending numerical order. A sample form SOW is attached y p 9 9 ( ) ( )HITECH; (iii)42 C.F.R. Part 2; and (iv) any other applicable as Exhibit A. Each SOW will be subject to the terms of thisAgreement. In the event of any conflict between the terms federal or state statute, regulation, administrative or judicial and conditions of this Agreement and the terms and ruling requiring a party to protect the confidentiality, privacy conditions of a SOW, the terms and conditions of the SOW and/or security of Personal Data and other healthcare-related shall govern as to that SOW only. Customer's use of the information pertaining to Help Seekers. Services is subject to this Agreement and the applicable SOW. page 1 of 21 V Julota- Julotaa SaaS Agreement 3. LICENSE GRANT. reasonable requirements established by Customer 3.1 License Grant to Customer. Subject to the terms concerning the style, design, display, and use of its Marks. and conditions of this Agreement, Julota grants Customer Customer's trademark guidelines, if any, are attached as (defined in the applicable SOW), during the term of the Exhibit C. applicable SOW and the term of this Agreement(whichever 4. PRIVACY. Julota may collect or store Customer period is shorter),a non-exclusive,non-transferable right and Data, which may contain Personal Data concerning Help license to access and use the Services as provided for in the Seekers in connection with the provision of the Services. applicable SOW. The Services will also be provided Julota will comply with its non-disclosure obligations set forth pursuant to the service levels set forth in the Service Level in this Agreement. The Parties agree to comply with the Agreement("SLA"),which is attached as Exhibit B. requirements of all Health Privacy Laws. The Parties agree 3.2 License Restrictions for Customer. Customer that Julota will serve as a Business Associate with respect to shall not, directly or indirectly, permit any third party to: (i) certain Services it provides to Customer. Accordingly, as it reverse engineer, decompile, disassemble or otherwise applies to such Services,the Parties shall execute and abide attempt to discover the source code or underlying ideas or by the terms set forth in the business associate agreement algorithms of the Services; (ii) modify, translate, or create attached hereto and incorporated herein as Exhibit D("BAA"). derivative works based on the Services; (iii) rent, lease, 5. PASSWORDS/SECURITY/DISCLOSURE. distribute, sell, resell, assign, or otherwise transfer its rights 5.1 Passwords. Customer is responsible for maintaining to use the Services; (iv) make the use of the Services the confidentiality of its passwords. Customer is solely available to anyone other than for its own internal purposes; responsible for any and all activities that occur under its (v) use the Services for timesharing or service bureau account and all charges incurred from use of the Services purposes or otherwise for the benefit of a third party; (vi) accessed with Customer's passwords. Customer agrees to remove any proprietary notices from the Services or any immediately notify Julota of any unauthorized use of other Julota materials furnished or made available Customer's account or any other breach of security known to hereunder; (vii) publish or disclose to third parties any Customer. Julota shall have no liability for any loss or evaluation of the Services; (viii) use the Services in damage arising from Customers failure to comply with these automatic, semi-automatic or manual tools designed to requirements. create virus signatures,virus detection routines,or any other data or code for detecting malicious code or data; or(ix) use 5.2 Security. Julota will maintain the Services at a third- the Services to build a competitive product or service, or party hosting facility and will implement industry standard copy any features,functions or graphics of the Services. security precautions, which are intended to prevent 3.3 API License. If provided for in the applicable SOW, unauthorized access to Customer Data. Customer Julota hereby grants Customer, during the term of the acknowledges that, notwithstanding such security applicable SOW, a nonexclusive, nontransferable, precautions,use of,or in connection to,the internet provides nonassignable, license to access and use the Julota API the opportunity for unauthorized third parties to circumvent solely in connection with its use of the Services, such precautions and gain access to the Services and Customer Data. 3.4 License Grant to Julota. Customer grants Julota, 5.3 Disclosure. Customer agrees that Julota and its during the term of this Agreement and the applicable SOW,a agents, which have agreed to confidentiality obligations at non-exclusive, non-transferable, non-sublicensable license least as restrictive as Julota's obligations in this Agreement, for it to use Customer Data and its trademarks(the"Marks") can access Customer Data and its account information in for the sole purpose of providing the Services or as order to respond to its service requests and/or as necessary, otherwise set forth in this Agreement. Customer reserves all in Julota's sole discretion, to provide Customer with the ownership and other rights in the Customer Data and the Service.Julota will not otherwise disclose such data except if Marks not expressly included herein and nothing in this compelled by law,permitted by Customer,or pursuant to the Agreement shall be deemed to convey or transfer to Julota terms of the BAA and the terms of Julota's Privacy Policy, any ownership rights in or to the Customer Data or the which is available at www.JuIota.com/privacy-policy/ (the Marks. Notwithstanding the foregoing, Customer "Privacy Policy") and is incorporated into this Agreement. understands that it may not be the exclusive owner of The terms of this Agreement shall supersede any Customer Data. inconsistent terms in the Privacy Policy. 3.5 License Restrictions for Julota. Julota's license to 5.4 Permission to Disclose. By submittingany Help the Marks is subject to the following restrictions: (i) all of Seeker's Personal Data to the Hosted Services and providing Julota's uses of the Marks must be preapproved by said Personal Data to Julota for processing, Customer Customer; (ii) Julota shall not use any Marks in such a way warrants that it has: (i) legal authority to disclose such as to give the impression that they are the property of Personal Data in compliance with Health Privacy Laws and anyone other than Customer; and (iii) Julota shall comply (ii) if required by Health Privacy Laws, this Agreement, or with Customer's trademark guidelines, if any, and any other page 2 of 21 U Julota- Julotaa SaaS Agreement Julota's Privacy Policy or other policies, the necessary 7. CUSTOMER OBLIGATIONS. permissions, authorizations and consents from the Help 7.1 Process. Customer shall assign two (2) Seekers that it enters Personal Data about through the representatives who will be responsible for all Services and for the viewing and processing of their Personal communications with Julota related to the use of the Data and Customer Data by Julota, its agents, third-party Services. service providers, other organizations utilizing the Hosted Services toprovideassistance to Help Seekers, and Care 7.2 Conduct. Customer is and will be solely responsible Teams as set forth herein. for its actions and the actions of its authorized users while using the Services. Customer is and will also be solely 6. OWNERSHIP. responsible for the actions of each Care Team and each of 6.1 With the exception of Customer Data, the Platform, the Care Team's officers, directors, members, employees, the Hosted Services, and all information, reports, studies, agents, contractors, subcontractors and individual(s) related object and source code (including without limitation the to Customer's use of the Services or the provision of Services and all modifications, enhancements, additions, assistance to any Help Seeker. Customer is and will be upgrades, or other works based thereon or related thereto), responsible for all claims made by a Care Team related to flow charts, product documentation,diagrams,specifications, any transaction related to the Services. Customer methods and other tangible or intangible material of any acknowledges and agrees that Julota is not liable for, or nature whatsoever produced through or as a result of or responsible to, remediate any issues found on Customer's related to any product, service or deliverable (collectively, network or in Customer's web traffic through the Services. In "Works") or development of any data analytics or usage addition to the conduct restricted in Section 3.2 (License models hereunder, and all patents, copyrights, trademarks Restrictions for Customer), Customer agrees, on behalf of and other proprietary rights related to such Works and itself and its authorized user(s) to: (i) abide by all laws and models,shall be the sole and exclusive property of Julota,its regulations including,without limitation, all laws applicable to Affiliates (defined below) or their third party providers any service Customer provides or any Care Team provides collective) Julota Property"). Nothingin the Agreement to a Help Seeker and all laws applicable to the transmission (collectively, p )' g of technical data exported from the United States through the shall convey to Customer any title to or ownership of any Services and to wireless e-mail marketing and advertising; Julota Property. Customer hereby irrevocably assigns and (ii)not to upload or distribute in any way content that contain transfers to Julota, its Affiliates or their third-party providers viruses, corrupted files, or any other similar software or all rights, title, and interest in any such Works and models. programs that may damage the operation of the Services or "Affiliate" means an entity that controls, is controlled by, or another's computer or mobile device; (iii) not to use the under common control with a party, where "control" means Services for illegal, fraudulent, unethical or inappropriate the direct or indirect ownership of more than 50/o of the purposes; (iv) not to interfere or disrupt networks connected voting securities of such entity or party. No rights are to the Services or interfere with the ability of others to access granted Customer hereunder other than as expressly set or use the Services; (v) not to distribute, promote or transmit forth herein. through the Services any unlawful, harassing, libelous, 6.2 Customer acknowledges and agrees that Julota shall abusive, threatening, harmful, vulgar, obscene, have the right to utilize data capture, syndication, and pornographic, indecent, defamatory, hateful, racially, analysis tools, and other similar tools, to extract, compile, ethnically, unwanted or otherwise objectionable material of synthesize, and analyze any non-personally and non- any kind or nature; (vi) not to transmit or post any material Customer identifiable data or information resulting from that encourages conduct that could constitute a criminal Customer's use of the Service("Statistical Data"). Statistical offense or give rise to civil liability; (vii) not to interfere with Data may be collected by Julota for any lawful business another customer's use and enjoyment of the Services or purpose without a duty of accounting to Customer, provided another entity's use and enjoyment of similar services; (viii) that the Statistical Data is used only in an aggregated form, not to engage in, or permit others to engage in, contests, without specifically identifying the source of the Statistical chain letters or post or transmit "junk mail," "spam," "chain Data. Except for the limited rights granted herein, at no time letters,"or unsolicited mass distribution of e-mail; and (ix)to shall Julota acquire any ownership, license, rights or other comply with all regulations, policies and procedures of interest in or to the Customer Data, all of which shall, as networks connected to the Services, Julota, or Julota's between Customer and Julota, be and remain the service providers, as the same may be promulgated from confidential and proprietary information of Customer. time to time. Julota may remove any violating data on the 6.3 Julota shall have a royalty-free, worldwide, website posted or stored using the Services or transmitted transferable, sub-licensable, irrevocable and perpetual through the Services, without notice to C ustome r;however, license to incorporate into the Service or otherwise use Julota has no obligation to do so. Statistical Data, any suggestions, enhancement requests, 7.3 Customer shall maintain privacy policies on its recommendations or other feedback Julota receives from website and shall deliver printed hard copies of its privacy Customer. policies to each Help Seeker prior to entering any information page 3 of 21 U Julota Julota®SaaS Agreement about the Help Seeker through the Services. Customer will reimbursement from Customer must be preapproved in ensure that its practices for storing and safeguarding Help writing by Customer. Seeker related information are consistent with industry 8.3 Payments. Unless stated otherwise on the privacy, security standards and all applicable legal applicable SOW, all Fees are due and payable by Customer requirements. Customer must obtain the necessary within thirty(30)days after the invoice date.Any payment not authorizations and its privacy policy must include the received from Customer by the due date shall accrue(except following disclosures and terms sufficient to allow for: (i)the with respect to charges then under reasonable and good collection and processing of data from Help Seekers, faith dispute),at the lower of one and a half percent(1.5%)of including any Personal Data from a Help Seeker; (ii)Julota's the outstanding balance per month (being 18% per annum), processing of Health Seeker data; (iii) the use of Personal or the maximum rate permitted by law, from the date such Data belonging to Help Seekers as contemplated in the payment is due until the date paid. Customer shall also pay provision of the Services and in the applicable SOW; (iv)the all sums expended (including, without limitation, reasonable maintenance and retention of Personal Data after assistance legal fees)in collecting overdue payments. is rendered by Customer to a Help Seeker; (v) the processing and sharing of Personal Data and other data of 8.4 Taxes. All fees set forth in this Agreement are Help Seekers with other organizations utilizing the Hosted exclusive of all taxes and similar fees. Customer shall be Services and by Care Teams; and (vi) the sharing and responsible for and shall pay in full all sales, use, excise or utilizing of each Help Seeker's Personal Data and the similar governmental taxes imposed by any federal,state,or aggregate data derived therefrom by Julota. Customer shall local governmental entity upon the fees charged the be solely responsible for obtaining and maintaining Customer under this Agreement, exclusive, however, of documentation of any and all legally required written taxes based on Julota's income,which taxes shall be paid by permissions, consents or authorizations from Help Seekers Julota. If any taxes for which Customer is responsible before a Help Seeker's Personal Data is provided to Julota or hereunder are paid by Julota, Customer will promptly placed on the Platform. Any and all information provided by reimburse Julota upon Customer's receipt of proof of Customer to Julota via the Hosted Services or any other payment. Servicesrelating to any Help Seeker's permissions, consents 9 TERM. This Agreement commences on the Effective or authorizations shall be accurate and valid. Customer shall Date and shall continue for one year, unless earlier notify Julota, on a form provided and/or approved by Julota, of any restrictions on the use or disclosure of a Help terminated in accordance with this Agreement. Following the Seeker's Personal Data that Customer is required to abide initial Term, this Agreement shall renew for successive by to the extent that such restriction may affect Julota's use twelve (12)-month periods unless either party provides or disclosure of that Help Seeker's Personal Data. Customer written termination notice 60 days prior to the end of the shall notify Julota of any changes in, or revocation of, the Term. permission, authorization or consent by a Help Seeker for 10. TERMINATION. Customer to disclose such Help Seeker's Personal Data on the Platform. Notwithstanding the foregoing revocation or 10.1 Breach. Except as otherwise provided in this Section change in authorization,Julota may retain copies of that data 10, either party shall have the right to terminate this Agreement or the applicable SOW upon written notice if the in read only format in order to comply with its statutory or regulatory requirements or to defend against a claim or other party has breached a material term of this Agreement complaint. or the applicable SOW and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching 8. FEES AND TAXES, party specifying the breach. 8.1 Fees. Customer agrees to pay Julota the fees set 10.2 Insolvency. Either party shall have the right to forth on the applicable SOW for the Services, in accordance terminate this Agreement if(i)the other party has a receiver with the fees, charges, and billing terms set forth in this appointed for it or its property; (ii)any proceedings are Agreement (collectively, "Fees"). All Fees are quoted in commenced by the other party under a Chapter 7 United States currency. Except as otherwise provided in this bankruptcy;or(iii)the other party is liquidated or dissolved. Agreement,Fees are non-refundable. 10.3 Failure to Pay/Customer Conduct. Julota shall 8.2 Additional Charges. Customer shall pay travel and have the right to suspend or terminate access to the living expenses and other out-of-pocket expenses Services, at its sole option, with or without notice to reasonably incurred by Julota in connection with the Customer,if:(i)any payment is delinquent by more than sixty Services. As applicable, such out-of-pocket expenses shall (60)days,or(ii)if Customer breaches Sections 3.2, 5 or 7 of be incurred in accordance with Julota's then-current this Agreement corporate travel and expense policy. If an out-of-pocket expense is listed in an Exhibit, such expense may be 10.4 Immediate Termination. Julota may immediately suspend or terminate this Agreement or the applicable SOW, changed to reflect changes issued by the applicable vendor. All expenses incurred by Julota for which it seeks in its sole and absolute discretion, if Customer violates page 4 of 21 V Julota- Julotae SaaS Agreement Section 7.2 of this Agreement or violates or misappropriates access in order to perform their obligations under this Julota's intellectual property rights related to the Services. Agreement and who agreed to be bound by these obligations 10.5 Effect of Term!nation.Termination of this Agreement of confidentiality and non-disclosure. Except as otherwise will terminate all SOWS. Termination of an individual SOW expressly provided in this Agreement, upon termination of will only terminate that SOW and will not result in the this Agreement for any reason, and at the request of the termination of this Agreement, unless the SOW provides disclosing party, the receiving party shall promptly return or destroy (at the disclosing parry's option), all copies of the otherwise. Julota shall not be liable to Customer or any third other parry's Confidential Information. Notwithstanding the party for suspension or termination of Customer's access to, foregoing, each party. may maintain archival copies of or right to use, the Services under this Agreement. If Customer terminates this Agreement or an SOW pursuant to Confidential Information for the applicable statutory periods. Section 10.1 or if Julota terminates this Agreement or an 11.2 Exclusions. Confidential Information shall not SOW without cause, Customer will be obligated to pay the include any information that is (i) already known to the balance due for the Services up to the date of termination. If receiving party at the time of the disclosure; (ii) publicly Julota terminates this Agreement or an SOW pursuant to known at the time of the disclosure or becomes publicly Section 10.1 or if Customer terminates this Agreement or known through no wrongful act or failure of the receiving SOW without cause, Customer shall pay any unpaid fees party; (iii)subsequently disclosed to the receiving party on a through the date of termination and shall pay any unpaid fees non-confidential basis by a third party not having a covering the remainder of the term of all SOWs, if the confidential relationship with the other party hereto that Agreement is terminated, or the applicable SOW, if only the rightfully acquired such information; (iv) communicated to a SOW is terminated. Upon the effective date of termination of third party by the receiving party with the express written this Agreement for any reason, Customer's access to the consent of the other party hereto; or (v) requests for Services will terminate and Customer shall cease accessing information pursuant to the Freedom of Information Act, or and using the Services immediately and Julota shall cease any open-records or public disclosure laws, provided an use immediately of any Marks. Sections 3.2, 4, 5, 6, 8 exemption to said disclosure or other law superseding the through 16 and 18 of this Agreement shall survive requirement for disclosure does not apply, and provided that termination for any reason. the disclosure does not include data solely stored in the 11. CONFIDENTIALITY. Hosted Service. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, 11.1 Obligations. Each of the Parties agrees to maintain summons, order or other judicial or governmental process in confidence any proprietary or non-public information of the shall not be considered a breach of this Agreement; provided other party, whether written or otherwise, disclosed by the the receiving party provides prompt notice of any such other party in the course of performance of this Agreement subpoena, order, or the like to the other party so that such that a party knows or reasonably should know is considered party will have the opportunity to obtain a protective order or confidential by the disclosing party ("Confidential otherwise oppose the disclosure. Information"). The Parties hereby agree the terms and 12. WARRANTY. conditions of this Agreement, and any discussions related to the Services shall be considered Confidential Information. 12.1 Disclaimer of Warranties. EXCEPT AS Confidential Information also includes: (i) trade secrets and EXPRESSLY PROVIDED IN THIS AGREEMENT, THE proprietary information (including that of any client, supplier SERVICES ARE PROVIDED "AS IS," AND, TO THE or licensor); (ii) customer lists, client lists, business plans, MAXIMUM EXTENT PERMITTED UNDER APPLICABLE information security plans, business continuity plans, LAW, JULOTA MAKES NO AND HEREBY DISCLAIMS ALL requests for proposals or requests for information and OTHER WARRANTIES, REPRESENTATIONS, IMPLIED responses to such requests that the Parties may change WARRANTIES OR MERCHANTABILITY, WITH RESPECT after the Effective Date, and proprietary software programs; TO THE USE, MISUSE, OR INABILITY TO USE THE and (iii)any other information received from or on behalf of a SERVICES (IN WHOLE OR IN PART) OR ANY OTHER disclosing party that is marked confidential or that the PRODUCTS OR SERVICES PROVIDED TO CUSTOMER recipient of the information could reasonably be expected to BY JULOTA, OR OTHERWISE UNDER THESE TERMS. know is confidential. The receiving party shall not disclose, WITHOUT LIMITING THE FOREGOING, JULOTA DOES use,transmit, inform or make available to any entity, person NOT WARRANT THAT ALL ERRORS CAN BE or body any of the Confidential Information, except as a CORRECTED,OR THAT USE OF THE SERVICES WILL BE necessary part of performing its obligations hereunder, and UNINTERRUPTED OR ERROR FREE. JULOTA shall take all such actions as are reasonably necessary and DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, appropriate to preserve and protect the Confidential IMPOSSIBILITY OF ACCESS, OR POOR USE Information and the Parties' respective rights therein, at all CONDITIONS OF THE SERVICE DUE TO times exercising at least a reasonable level of care. Each INAPPROPRIATE OR DEFECTIVE EQUIPMENT, party agrees to restrict access to the Confidential Information DISTURBANCES RELATED TO INTERNET SERVICE of the other party to those employees or agents who require PROVIDERS, TO THE SATURATION OF THE INTERNET page 5 of 21 U Julota- Julotae SaaS Agreement NETWORK, ERROR, OMISSION, INTERRUPTION, (ii) it will comply with all laws and regulations directly DELETION, DEFECT, DELAY IN OPERATION OR applicable to its performance of its obligations under this TRANSMISSION, COMMUNICATIONS LINE FAILURE, Agreement or its use of the Services. THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS 13. INDEMNIFICATION. Julota shall indemnify, defend, TO, OR ALTERATION OF, USER COMMUNICATIONS, or at its option settle, any third party claim or suit based on PROBLEMS RELATED TO THE SERVICES OR ITS USE, any third party claim or suit based on a claim that the LOSS OF PERSONAL CONTENT, OR ANY OTHER provision of the Services violate applicable law or that the REASONS. JULOTA ALSO EXPLICITLY DISCLAIMS ANY Services (excluding any third party software)violate, infringe WARRANTIES RELATED TO BUSINESS RESULTS THAT or misappropriate any United States patent, copyright, MAY BE OBTAINED BY USE OF THE SERVICES AND SPECIFICALLY STATES NO SUCH REPRESENTATIONS trademark or trade secret and Julota shall pay any final ARE OR HAVE BEEN MADE TO CUSTOMER, judgment entered against Customer in any such proceeding CUSTOMER WILL BE SOLELY RESPONSIBLE FOR (1) or agreed to in settlement; provided (i) Julota is promptly ESTABLISHING AND MAINTAINING AN INTERNET notified in writing of such claim or suit, (ii) Julota or its CONNECTION SUFFICIENT FOR THE SERVICES TO designee has sole control of such defense or settlement, and FUNCTION PROPERLY, (11) THE CONTENT AND (iii)Customer gives all information and assistance requested EFFICACY OF ALL MARKETING INITIATIVES, AND (III) by Julota or such designee. To the extent that use of the FULFILLING ALL ITS OBLIGATIONS TO HELP SEEKERS Services is enjoined, Julota may at its option either (a) IN CONNECTION WITH THE USE OF THE SERVICES. procure for Customer the right to use the Services, (b) CUSTOMER WILL FOLLOW PROPER BACK-UP replace the Services with other suitable products, or (c) PROCEDURES FOR ANY OTHER PROGRAMMING AND refund the prepaid portion of the Fee(s)paid by Customer for ALL DATA TO PROTECT AGAINST LOSS OR ERROR the Services or the affected part thereof. Julota shall have RESULTING FROM THE USE OF ANY EQUIPMENT OR no liability under this Section 13 or otherwise to the extent a THE SERVICES. CUSTOMER AGREES THAT JULOTA claim or suit is based upon (1) use of the Services in AND THE PLATFORM AND SERVICES DO NOT MAKE combination with software or hardware not provided by CLINICAL, MEDICAL OR OTHER DECISIONS OR Julota if infringement would have been avoided in the RECOMMEND, ENDORSE OR MAKE ANY MEDICAL, absence of such combination, (2) modifications to the CLINICAL OR RELATED REPRESENTATIONS OR Services not made by Julota, if infringement would have WARRANTIES. CUSTOMER ASSUMES ALL been avoided by the absence of such modifications, or (3) RESPONSIBILITY IN CONNECTION WITH DISCLOSING use of any version other than a current release of the CUSTOMER DATA ON THE PLATFORM. Services, if infringement would have been avoided by use of a current release. 12.2 Open Source. Parts of the software for the Services THIS SECTION 13 STATES JULOTA'S ENTIRE LIABILITY may be subject to the GPL(General Public License)for open AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR source software, and all warranties are disclaimed for such VIOLATION, INFRINGEMENT AND MISAPPROPRIATION parts by the Free Software Foundation, Inc. See the GNU CLAIMS BASED ON THE SERVICES. General Public License for more details. Similarly, parts of such software may be subject to the MIT License for open 14. LIMITATION OF LIABILITY. source software, and therefore, the following restrictions: MIT grants permission, free of charge to any person 14.1 Limitation on Direct Damages. EXCEPT AS IT obtaining a copy of the software and associated RELATES TO JULOTA'S INDEMNIFICATION documentation files, to deal in the software without OBLIGATIONS, IN NO EVENT SHALL JULOTA'S restriction, including without limitation the rights to use,copy, AGGREGATE LIABILITY, IF ANY,ARISING OUT OF OR IN modify, merge, publish, distribute, sublicense, and/or sell ANY WAY RELATED TO THIS AGREEMENT EXCEED THE copies of the software, and to permit persons to whom the FEES PAID BY CUSTOMER FOR THE SERVICES FOR software is furnished to do so, subject to the following THE PERIOD OF TWELVE (12) MONTHS PRIOR TO THE conditions and notwithstanding anything to the contrary in EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES this Agreement: the software is provided "AS IS" without CLAIMED, WITHOUT REGARD TO WHETHER SUCH warranty of any kind, express or implied, including but not CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, limited to, the warranties of merchantability, fitness for a WITHOUT LIMITATION, NEGLIGENCE), PRODUCT particular purpose and non-infringement, In no event shall LIABILITY OR OTHERWISE. the authors or copyright holders be liable for any claim, 14.2 Waiver of Consequential Damages. IN NO EVENT damages or other liability, whether in an action of contract, SHALL JULOTA BE LIABLE FOR ANY INDIRECT, tort or otherwise,arising from,out of or in connection with the SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, software or the use of other dealings in the software. INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR 12.3 Mutual Warranties. Each parry represents and LOSS OF PROFITS, WITHOUT REGARD TO WHETHER warrants that:(i)it does not have any contractual obligations SUCH CLAIM IS BASED IN CONTRACT, TORT that would prevent it from entering into this Agreement; and page 6 of 21 U Julota- Julotaa SaaS Agreement (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), Courts within the County of El Paso located in the State of PRODUCT LIABILITY OR OTHERWISE, EVEN IF JULOTA Colorado. Any provision of this Agreement held to be HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH unenforceable shall not affect the enforceability of any other DAMAGES. provisions of this Agreement. Each party further hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this 15. NON-SOLICITATION. During the term and for a Agreement. period of twelve(12)months thereafter,Julota and Customer 17.3 Dispute Resolution. Before initiating legal action shall not knowingly, directly or indirectly, solicit, recruit, against the other party relating to a dispute herein, the employ or contract with any employees of one another. Parties agree to work in good faith to resolve disputes and 16. INSURANCE. Julota will maintain (and shall cause claims arising out of this Agreement.To this end,each party each of its agents, independent contractors and may request that the other party designate an officer or other subcontractors performing any services hereunder to management employee with authority to bind such party to maintain) at its sole cost and expense at least the following meet to resolve the dispute or claim. If the dispute is not insurance covering its obligations under this Agreement: resolved within 30 days of the commencement of informal efforts under this paragraph, either party may pursue formal 16.1 Commercial General Liability.With coverage of not legal action.This paragraph will not apply if expiration of the less than One Million Dollars ($1,000,000) each occurrence applicable time for bringing an action is imminent and will not (for bodily injury and for damage to property); including prohibit a party from pursuing injunctive or other equitable coverage for premises and operations, contractual liability, relief it which it may be entitled. broad form property damage and products and completed operations and Three Million Dollars ($3,000,000) in the 17.4 Relationship of the Parties. The Parties to this aggregate. agreement are independent entities, and no agency, partnership franchise, joint venture or employee-employer 16.2 Cyber Liability Insurance.With coverage of not less relationship is intended or created by this Agreement. than Three Million Dollars ($3,000,000) in the aggregate which shall include at a minimum coverage for (i) 17.5 Assign ment.Neither Partymay assign any of its unauthorized access by an outside party,which may take the rights or obligations hereunder, whether by operation of law form of a "hacker attack" or a "virus" introduced by a third or otherwise, without the prior written consent of Julota (not party;(ii)failure to prevent a party other than an insured from to be unreasonably withheld). Notwithstanding the foregoing, unauthorized access to, use of, tampering with or either Partymay assign this Agreement in its entirety introduction of malicious code into data, programs or (including all SOWs), without consent of the other Party, in systems;and(iii)breach of Customer's data. connection with a merger, acquisition, corporate 16.3 Policy Terms. Such insurance shall name Customer reorganization, or sale of all or substantially all of its assets, as an additional insured. A blanket endorsement or an provided that,in the case of Customer,the assignment is not additional insured endorsement evidencing the policy shall to a direct competitor of Julota. In the event that either be provided to Customer upon execution.Julota shall provide Partyassigns its rights or obligations hereunder, in violation Customer with written notice of any policy cancellation within of this Section, either Party may at its election,terminate this thirty (30) days of the receipt of such notice. Julota shall Agreement, provided it does so within sixty (60)days of the obtain replacement insurance policies meeting the date that written notice of the assignment is provided to the requirements of this Section 17. non-assigning Party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, 17. GENERAL. their respective successors and permitted assigns. 17.1 Notices.All notices to a party shall be in writing and 17.6 Entire Agreement. This Agreement, including all sent to the addresses specified in this Agreement(and in the SOWs, exhibits and addenda hereto, constitutes the entire case of Julota,to the attention of the Chief Operating Officer) agreement between the Parties and supersedes all prior and or such other address as a party notifies the other party,and contemporaneous agreements,proposals or representations, shall be deemed to have been duly given when received, if written or oral,concerning its subject matter.No modification, personally delivered;when receipt is electronically confirmed, amendment, or waiver of any provision of this Agreement if transmitted by facsimile or email;three days after it is sent, shall be effective unless in writing and either signed or if sent for next day delivery by recognized overnight delivery accepted electronically by the party against whom the service; and upon receipt, if sent by certified or registered modification, amendment or waiver is to be asserted. mail,return receipt requested. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and 17.2 Governing Law and Jurisdiction. This Agreement any SOW, exhibit or addendum hereto, the terms of such shall be governed by the laws of the State that the Customer SOW, exhibit, or addendum shall prevail. Notwithstanding is located, excluding its conflict of laws rules. Each party any language to the contrary therein, no terms or conditions hereby irrevocably submits to the exclusive jurisdiction of the stated in a Customer purchase order or other order page 7 of 21 V Julota- Julotaa SaaS Agreement documentation (excluding SOWs) shall be incorporated into terms are defined in the Electronic Signatures in Global and or form any part of this Agreement, and all such terms or National Commerce Act (15 U.S.C. § 7001 et seq.). conditions shall be null and void. Further, notwithstanding Customer and its affiliates will not dispute the validity or the foregoing, terms of the SOW that conflict with or are authenticity of electronic signatures submitted to Julota by inconsistent with this Agreement,which conflict with statutory Customer or its affiliates, nor will Customer or its affiliates or regulatory requirements will not control or supersede this dispute the legal authority, validity or authenticity of those Agreement and such terms will be deemed waived. who sign with such electronic signatures to bind Customer 17.7 Force Majeure. Neither party shall be in default if its and its affiliates. Electronic signatures by Customer and its failure to perform any obligation under this Agreement is affiliates, as well as signatures by either party transmitted by caused solely by supervening conditions beyond that party's facsimile or electronically via PDF or similar file delivery reasonable control including, without limitation, acts of God, method,shall have the same effect as an original signature. civil commotion, war, strikes, labor disputes, third party 17.13 Federal Government End Use Provisions. If Internet service interruptions or slowdowns, vandalism or Customer is a U.S. federal government end user, the "hacker"attacks, acts of terrorism or governmental demands Services are a"Commercial Item" as that term is defined at or requirements. 48 C.F.R. §2.101, consisting of "Commercial Computer 17.8 No Third-Party Beneficiary Rights. This Software" and "Commercial Computer Software Agreement is not intended to and shall not be construed to Documentation", as those terms are used in 48 C.F.R. give any third-party any interest or rights (including, without §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. limitation,any third-party beneficiary rights)with respect to or §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as in connection with any agreement or provision contained applicable, these Services are licensed to You with only herein or contemplated hereby. those rights as provided under the terms and conditions of this Agreement. 17.9 Headings. The headings of the sections of this Each party hereto has caused this Agreement to be executed Agreement are for reference only and shall not modify,define by its authorized representative with effect from the Effective or limit any of the terms or provisions of this Agreement. Date. 17.10 Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision TouchPhrase Development,LLC d1bla Julota will be enforced to the maximum extent permissible so as to affect the intent of the parties and the validity, legality and By: enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Name: DATE 17.11 Construction. This Agreement has been negotiated Title: by the Parties and will be fairly interpreted in accordance with its terms and without any strict construction in favor or against any party. ENTITY("Customer") 17.12 Counterparts and Signatures. This Agreement and any SOWs, exhibits, addenda and amendments may be By: executed in counterparts,each of which shall be deemed an original and which shall together constitute one instrument. Name: DATE Each party may execute this Agreement and any SOWs, Title: exhibits,addenda Exhibit or amendment hereto in the form of an electronic record utilizing electronic signatures, as such page 8 of 21 V Julota- Julota@ SaaS Agreement EXHIBIT A Statement of Work No.1 Service and Fees This Statement of Work No. 1 ("SOW") is entered as of EFFECTIVEDATE(the "Effective Date") by and between TouchPhrase Development, LLC d/b/a Julota ("Julota")and ENTITY("Customer"). Except as otherwise specifically provided herein, the terms and conditions of the agreement between Julota and Customer dated (the"Agreement")are incorporated herein by reference. Any capitalized term used but not defined in this SOW shall have the meaning first assigned to it in the Agreement. A. Term: Theterm of this SOW is set forth in Appendix 1 to this SOW. B. License and Deliverables: 1. Services:Julota will license to Customer access to a web-based and mobile integrated software for tracking services provided to Help Seekers on the Platform, which is called "Julota Reach." Customer and its authorized users may access the Services for the purpose of providing long-term Health Seeker contact, tracking, monitoring and care. Customer will, through the administration panel of Julota Reach, create and authorize new authorized users. Julota Reach software will allow Customer and its authorized users to communicate action steps necessary to integrate and coordinate the care of Help Seekers. 2. Authorized users:Authorized users may be individuals from Customer's organization or Care Teams and their employees. Customer may authorize an unlimited number of authorized users to access Julota Reach through Customer's license. 3. Usage and Storage:The amount of usage of the Hosted Services(not including enrollments)and data storage is unlimited. 4. Excess Hosted Service Usage Fee: $0 5. Service Levels:Julota will provide general support for Julota Reach as provided for in the SLA attached as Exhibit"B"to the Agreement. C. Fees and Expenses: 1. Fees and expenses will be as provided in Appendix 1 to this Statement of Work. 2. Payment: All payments shall be paid within 30 days of the date on the invoice. The Customer will not be invoiced for the fee for the Initial Term and payment shall not be required until the Customer is satisfied that Julota's data import from the Customer's current software adequately reduces the Customer's double entry of data. Payments should be made payable to"Julota"and sent to the following address: Julota Attention: Accounting Department 102 S.Tejon St.,Suite 1100 Colorado Springs,CO 80903 Julota may change the payment method provided it does so in writing to Customer. Payments not paid within 30 days of the date on the invoice will be charged at the lower of one and a half percent(1.5%) of the outstanding balance per month(being 18%per annum),or the maximum rate permitted by law,from the date such payment is due until the date paid, whichever is lower. Customer shall also pay all sums expended (including, without limitation,reasonable legal fees)in collecting overdue payments. page 9 of 21 V Julota- Julotaa SaaS Agreement C. Schedule: Upon execution of the Agreement and this SOW, provided the fee for the Initial Term is paid upon execution of this SOW, Julota will commence the planning and execution of the Services with the intent of launching the Services for Customer by_Date TBD_. D. Service Changes: Julota reserves the right,in its sole discretion,to make any changes to the Services that it deems necessary or useful to: 1. maintain or enhance(i)the quality or delivery of the Services for its customers,(ii)the competitive strength of or market for Julota's services,or(iii)the cost efficiency or performance of the Services;or 2. to comply with applicable Law. Notwithstanding the foregoing,in no event will such Julota initiated changes result in increased cost to Customer during the term of this SOW. Customer understands that daily and weekly Julota initiated changes may occur without advance notice and such changes are for the purpose of bug fixes and minor improvements. During the term of this SOW,Julota shall provide to Customer at no additional charge the following: 1. any and all changes that it develops with respect to the Services, unless such changes are considered optional to the Customer and bear additional costs to Julota outside of costs for Julota initiated implementation and development; 2. any and all changes required by federal or state governmental,or professional regulatory mandates related to the Customer's use of the Services;and 3. the Documentation associated with any changes. Without limiting the foregoing, Customer may, at any time during the Term, request in writing changes to the Services. The Parties shall evaluate the requested changes and,if agreed, implement all such requested changes in accordance with a mutually agreed change order. No requested changes will be effective unless and until memorialized in a written change order signed by both Parties. E. Subcontractors: Julota may from time to time in its discretion engage third parties to perform Services(each,a"Subcontractor") F. On-Site Resources: Any Julota personnel visiting Customer's facilities shall comply with all applicable Customer policies regarding access to,use of,and conduct within such facilities.Customer will provide copies of such policies to Julota upon request. G. Customer Acknowledgments: Customer shall be responsible for purchasing, acquiring and installing all hardware associated with the Agreement and this SOW. Customer shall also be responsible for all training. Julota has no responsibility related to any of the hardware, including, but not limited to, in-store hardware (iPads, cables, cases, etc.). Julota may advise Customer regarding proper deployment of Services,but such advice is without warranty and provided"As Is". H. Definitions: 1. "Dataset Migration" is the process of selecting, preparing, extracting, and transforming data from one computer storage system to another." page 10 of 21 V J u Iota- Julotaa SaaS Agreement 2. "Monthly Active Client(s)" is a Help Seeker whose name has been added to the Hosted Services, through Customer's subscription to the Services,for a service,encounter or enrollment for a particular month. Each party hereto has caused this Statement of Work to be executed by its authorized representative as of the Effective Date. Touch Phrase Development,LLC dlbla Julota ENTITY("Customer") By: By: Name: Name: Title: Title: Date: Date: page 11 of 21 v Julotap Julotaa SaaS Agreement Appendix 1 to the Statement of Work No.1 This Appendix 1 to the Statement of Work No. 1 ("Appendix"), except as otherwise specifically provided herein, incorporates by reference the terms of the Agreement and the SOW. Any capitalized term used but not defined in this Appendix shall have the meaning first assigned to it in the SOW and,to the extent not defined in the SOW,then the meaning assigned to it in the Agreement. The terms for Julota will provide the Services according to the following: 1. Term: The "Term" of the SOW shall be for one (1) year from the Effective Date and ending 11:59:59 p.m. MT on (the"Initial Term"), after which date this SOW shall automatically renew for successive 1-year periods, not to exceed five (5)years (each, a"Renewal Term"), or until such time as either party elects not to renew this SOW by providing written notice of non-renewal to the other party at least 60 days prior to the expiration of the Initial Term or the current Renewal Term. 2. Fees(the following fees do not include applicable taxes): One Time Fee Schedule: Units: Price per Unit: Total: Implementation services: 1 $3,800.00 $3,800.00 Workflow understanding andguidance: 2 Included Included PDF Workflow Training Documents: 2 Included Included Premium Launch Support 7 days): 1 Included Included Six 60 minute video training session: 2 Included Included Custom Forms and Assessments: 2 Included Included Dataset Migration: 1 Included Included TOTAL ONE-TIME FEES: $3,800.00 Recurring Annual Fees Schedule non-refundable : Units: Price per Unit: Total: Base Platform License: 1 $1,300.00 $1,300.00 CJIS Compliance: 0 $3,000.00 $ 0.00 42 CFR part 2 Compliance: 0 $3,000.00 $ 0.00 Hubs: 1 $5,000.00 $5,000.00 Community Partner Organizations: 5 $ 100.00 $ 500.00 Interfaces: 1 $1,200.00 $1,200.00 Monthly Active Clients(prior year or anticipated): 800 $ 4.00 $3,200.00 Module—Pt Direct Communication: 0 $ 600.00 $ 0.00 Module—Telemedicine: 0 $ 600.00 $ 0.00 Module—Surveys: 1 $ 600.00 $ 600.00 Module—Digital Faxing: 0 $ 600.00 $ 0.00 Module—Instant Messaging: 0 $ 600.00 $ 0.00 Module—Medications: 0 $ 600.00 $ 0.00 Module—Clinical: 0 $ 600.00 $ 0.00 Module—Mobile A : 0 $1,200.00 $ 0.00 Base Report Package fifteen 15 reports): 1 $1,200.00 $1,200.00 Basic Account Management: 1 $3,600.00 $3,600.00 Legal Hours credited if not used): 0 $ 400.00 $ 0.00 TOTAL RECURRING FEES: $16,600.00 2. For the completion of the Dataset Migration,Customer is responsible for providing its"data dictionary,"which provides the name of the data fields in the old system,the definition of each data field,and the name of the field it is being moved to on Julota's system. 3. If Customer exceeds the estimated number of Monthly Active Clients during a year,it will not be charged for additional Monthly Active Clients,but Julota reserves the right to adjust the fee for Monthly Active Clients in the following year. page 12 of 21 V Julotaa Julotae SaaS Agreement 4. On an annual basis,the fees set forth in the'Recurring Annual Fees Schedule"may be increased by Julota in accordance with the increase with the most recently published United States of America Consumer Price Index plus two percent(2%). 5. Additional services listed above may be purchased at any time by Customer by providing written notice to Julota requesting the additional services. The rates set forth above in the"Recurring Annual Fees Schedule"are valid if ordered during the Term for Non-Recurring Term subscriptions and during the Initial Term for Auto-Renew Term subscriptions. Thereafter,the rates will be at the then current rates set by Julota. 6. The fees in the'Recurring Annual Fees Schedule"are based upon anticipated usage for the first year of the Term and then based on anticipated or actual usage for any additional years following the first year of the Term. Each party hereto approves of and accepts the terms of this Appendix. TouchPhrase Development,LLC dlbla Julota ENTITY("Customer") By: By: Name: Name: Title: Title: Date: Date: page 13 of 21 V Julotaa Julota@ SaaS Agreement EXHIBIT B Service Level Agreement In performing the Services for Customer,Julota's level of performance shall be at least equal to or exceed the Service Levels set forth in this Service Level Agreement(this"SLA")at all times during the Term of the applicable Statement of Work. A. Definitions. Unless otherwise defined in this Addendum, the capitalized terms in this Addendum have the following meaning. Defined terms that are not defined in this Addendum will have the same meaning as in the Agreement. 1. "Authorized User"is a person who has been granted authority to use the Services by the Customer Representative. 2. "Availability"means that the Services are readily available to Customer and operating without material Error, excluding any Outages and"Low"level incidents(defined below). 3. "Customer Representative"means the single person that Customer has designated in writing to Julota to be its Customer Representative. Customer may change the Customer Representative by written notice to Julota.Only one person may be designated as Customer Representative at any time. In addition to the authority designated in this Addendum,the Customer Representative is awarded all rights designated to Authorized Users(e.g.,the ability to contact the Support Desk).Only the Authorized Users may contact the Support Desk. 4. "Emergency Maintenance"means the downtime required by Julota for upgrading or maintaining the Services; provided,that Julota has given Customer at least twenty-four hours prior written notice of such downtime, provided that Emergency Maintenance does not exceed five(5)hours per month, and provided that Emergency Maintenance does not occur more than six(6)times per year. 5. "Failure"means any failure of Julota to meet a Service Level requirement;but excludes those failures attributable to a Force Majeure event. 6. "Monthly Availability Percentage"means the amount equal to the total number of minutes(multiply the number of calendar days in any given month by the product of 24 times 60)in the applicable calendar month,minus the total Outage time for that month,then divided by the total number of minutes. 7. "Outage"means the period(measured in minutes)that the Services are not readily available to Customer and/or are operating with material Error;but shall not include:(i)Scheduled Downtime(which will not exceed ten(10) hours in aggregate per month);(ii)emergency maintenance activities which will not exceed five(5)hours per month;(iii)periods of unavailability attributable to Customer's negligent acts or omissions;or(iv)Customer's failure to timely respond to Julota in connection with the resolution of any Problem. 8. "Regular Release"means releases of minor product updates for upgrading or maintaining the Services; provided that there shall be no more than two regular releases per week and downtime for these weekly releases does not exceed fifteen(60)minutes for each release. 9. "Scheduled Downtime"means the downtime required by Julota for upgrading or maintaining the Services; provided,that(i)such downtime occurs between the hours of 22:00 MT USA and 5:00 MT USA(or such other hours that Customer has previously and specifically approved in writing);and(ii)Julota has provided five(5) business days prior written notice of such downtime. This may also be referred to as"Scheduled Maintenance'. (iii)not to exceed 4 hours each month. 10. "Support Desk"is a resource that provides administrative support and technical support to Authorized Users. B. Technical Support. 1. Contact Methods.Julota will make available to the Authorized Users two means of contacting the Support Desk:an email("Support Email")and Web Portal. 1. Email Support: Julota-Supportna.iulota.com 2. Web Portal: http://support.julota.com 2. User Support Hours.Unless otherwise stated,standard user support hours are Monday—Friday from 8 AM to 5 PM local time with the exception of state and Federal holidays.In the event calls or emails are received outside of page 14 of 21 UJulota$ Julota®SaaS Agreement User Support Hours,Julota will address the Authorized User's query during User Support Hours with the exception of Critical events(as discussed below). 3. Technical support will be limited to the permissions of the Authorized User,which will be determined by the Customer Representative pursuant to the"Protocol Authorization Form,"a sample of which is attached as"Annex A"in blank format. The permissions will be defined in the Protocol Authorization Form. The Protocol Authorization Form will set forth the Authorized User's permissions granted to him or her. 4. At the time that the Authorized User contacts the Support Desk,the Authorized Users permissions will be verified in order to determine the scope of support that may be granted. If an Authorized User does not have sufficient permissions(e.g.,they are attempting to report an issue for an area that they do not have the authority to access, the event will be deemed unreported). C. Severity Levels and Response Times. The following are a description of the service levels and the service level response times: 1. Cdtical.Anincident with a severity level of"Critical"is defined as one that produces an emergency situation(e.g., system down)in which the Services are substantially or completely non-functional or inoperable.In the event of a Critical incident,the Authorized User shall contact the Support Desk to report the problem. If the reported event is Critical and outside of User Support Hours,the Authorized User shall contact the Support Desk via the hotline, which is monitored 24x7x365,excluding State and Federal holidays.The Support Desk will contact the Authorized User,who reported the incident within four(4)hours to diagnose and begin remediation of the event and will use commercially reasonable efforts to resolve the event as soon as is reasonably possible under the circumstances. Any Authorized User may contact the support desk to report a Critical incident,even if the issue in question relates to a portion of Julota that is not under the purview of the Authorized User's permissions.In this case,the Support Desk will take the report of the issue,but will not contact the reporting user with resolution,but instead,will contact the Customer Representative to report resolution. 2. High.An incident with a severity level of"High"is defined as one that produces a detrimental situation in which the Services are usable,but materially incomplete;performance(response time)of the Services is degraded substantially such that there is a severe impact on use under reasonable loads;one or more mainline functions or commands is inoperable;or the use is otherwise significantly impacted.If the reported event is a High severity,the Support Desk will contact the Authorized User who reported the event within eight(8)User Support Hours to diagnose and begin remediation of the event,and will use commercially reasonable efforts to resolve the event with five(5)business days.Any authorized user may contact the support desk to report any issue,even if the issue in question relates to a portion of Julota that is not under the purview of the authorized user's permissions. Notwithstanding the foregoing,if the Authorized User that reported the event is not under the purview of the Authorized User's permissions,the Support Desk will take the report of the issue,but will not contact the reporting user with resolution,but instead,will contact the Customer Representative to report resolution. 3. Low.An incident with severity level of"Low"is defined as one that produces an inconvenient situation in which the Services are usable but do not provide a function in the most convenient or expeditious manner and the Authorized User suffers little or no significant impact.If the reported event is Low severity,Julota will attempt to resolve the event in a commercially reasonable manner in future maintenance releases.Onlythe Authorized User may contact the support desk to report the issue. page 15 of 21 0 Julota- Julotaa SaaS Agreement Basic Services Premium Services Elite Services Coverage Business Hours Business Hours 24R Response Critical 4 hours via hotline 2 hours via hotline 1 hour via hotline High 2 business days via email or 1 business day via email or % business day via email or web portal web portal web portal Low 3 business days via email or 1 business day via email or 1 business day via email or web portal web portal web portal D. Availability and Responsiveness Customer 1. Monthly Availability Percentage. Julota shall maintain Availability of the hosting Services in accordance with at least the following Monthly Availability Percentage(as defined in this Exhibit B below): Monthly Availability Percentage 99% 2. Failure to meet Monthly Availability Percentage.In the event of a Failure by Julota to meet the Monthly Availability Percentage set forth above in any calendar month during the Term,Julota shall issue Customer a service credit("Service Credit")as follows: Performance Level Monthly Availability Service Credit Percentage 1 Between 97%and 99.8% 2%of the monthly subscription fees paid in the month preceding the Failure. 2 Between 95%and 96.99% 3%of the monthly subscription fees paid in the month preceding the Failure. 3 Less than 94.99% 5%of the monthly subscription fees paid in the month preceding the Failure. Customer shall have the right to immediately terminate this Agreement upon written notice to Julota if a)the Monthly Availability Percentage falls below 85%for one calendar month,or b)the Monthly Availability page 16 of 21 V Julota- Julotae SaaS Agreement Percentage falls below 94.99%for two consecutive calendar months,or c)if the Monthly Availability Percentage falls below 94.99%for five or more calendar months per calendar year. E. Plan Coverage Coverage Basic Premium Elite Services Services Services Help Desk via Email/Portal Support(standard support hours) X X X Email Access via Email/Portal Support(standard support hours) X X X Training(one on one training:maximum 4 hourslmonth) X Post Implementation Development X X X ($200/hour) ($175/hour) ($1501hour) Telephone support from 8:00 am—5:00 pm(local time zone) X Telephone support-2417 dedicated phone line for all hub users. X X Travel—if training not provided virtually (charged at cost) 5 Community Partners engaged,trained,on boarded,and supported X once contract provided per year. 10 Community Partners engaged, trained, on boarded, and X supported once contract provided per year. page 17 of 21 V Julota' Julota@ SaaS Agreement EXHIBIT C Customer Trademark Guidelines Julota 0 Is a registered trademark of TouchPhrase Development,LLC Connecting Your Community 0 Is a registered trademark of TouchPhrase Development,LLC page 18 of 21 V JuIota- Julotae SaaS Agreement Exhibit D HIPAA Business Associate Agreement This HIPAA Business Associate Agreement("Agreement")is entered into and effective on EFFECTIVE DATE("Effective Date")by and between ENTITY("Covered Entity")and TouchPhrase Development,LLC d/b/a Julota("Business Associate"). WHEREAS, Covered Entity is subject to the "HIPAA Rules,"which for purposes of this Agreement shall include the Privacy Rule, Security Rule, Breach Notification Rule and Enforcement Rule (45 CFR Parts 160 and 164) promulgated by the United States Department of Health and Human Services pursuant to the Health Insurance Portability and Accountability Act of 1996(HIPAA),Public Law 104-191,as amended;and WHEREAS, Business Associate may maintain, transmit, create or receive Protected Health Information ("PHI") of individuals in the course of providing services to Covered Entity. A description of the services that Business Associate will perform for the Covered Entity is set forth in the SaaS Agreement entered into between the parties. THE PARTIES THEREFORE AGREE TO THE FOLLOWING: 1. Definitions Terms used, but not otherwise defined, in this Agreement, shall have the same meaning as those terms as defined in the HIPAA Rules. The parties recognize that electronic PHI is a subset of PHI, all references to PHI in this Agreement shall include electronic PHI. 2. Obligations and Activities of Business Associate (a)Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement or as required by law. (b) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this Agreement and to comply with the HIPAA Security Rule(Subpart C of 45 CFR Part 164). (c) Business Associate agrees to mitigate, to the extent practicable, any harmful effects that are known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. (d) Business Associate agrees to report to Covered Entity any use or disclosure of the PHI not provided for by this Agreement of which it becomes aware,including a Breach of Unsecured PHI as required by 45 CFR 164.410. (e) Business Associate agrees, in accordance with 45 CFR 164.502(e)(1)(ii) and 45 CFR 164.308(b)(2)to ensure that any individual or entity that subcontracts with Business Associate to create, receive, maintain or transmit PHI received from, or created or received by Business Associate on behalf of Company agrees to the same restrictions and conditions that apply through the HIPAA Rules and this Agreement to Business Associate with respect to such information. (f) To the extent that Business Associate maintains a designated record set on behalf of Covered Entity, Business Associate agrees to provide access,at the request of Covered Entity,as necessary to allow Covered Entity to meet the requirements under 45 CFR 164.524. (g) To the extent that Business Associate maintains a designated record set on behalf of Covered Entity, Business Associate agrees to make any amendment(s)to PHI that the Covered Entity directs as necessary for compliance with 45 CFR 164.526, (h) Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity,or at the request of the Covered Entity to the Secretary,within a reasonable time of such request for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Rules. page 19 of 21 v Julota- Julotaa SaaS Agreement (i)If Business Associate is required to make a disclosure of information because of a legal requirement,it will track such a disclosure and will provide information to Covered Entity that would be necessary for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. 0) Business Associate agrees that it will use or disclose only the minimal amount of PHI necessary to accomplish the intended purpose. (k)Business Associate agrees to alert Covered Entity of any Security Incident of which it becomes aware. (1) To the extent Business Associate is to carry out one of Covered Entity's obligations under the Privacy Rule, Business Associate agrees to comply with the requirements of the HIPAA Rules that apply to Covered Entity in the performance of such obligation. 3. Permitted Uses and Disclosures by Business Associate (a) Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as requested by Covered Entity provided that such use or disclosure would not violate the HIPAA Rules if done by Covered Entity. (b) Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that disclosures are required by law,or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person,and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. (c) Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B). (d) Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR 164.5020)(1). 4. Obligations of Covered Entity (a)Covered Entity shall notify Business Associate of any limitation(s)in its Notice of Privacy Practices to the extent that such limitation may affect Business Associate's use or disclosure of PHI. (b) Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by Individual to use or disclose PHI,if such changes affect Business Associate's permitted or required uses and disclosures. (c)Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. 5. Permissible Requests by Covered Entity Except as otherwise permitted by this Agreement, Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity. 6. Term and Termination (a) Term. The Term of this Agreement shall be effective as of the Effective Date and shall continue in full force and effect until termination as set forth below. (b)Termination. This Agreement may be terminated at any time and for any reason by either party or at such time that Business Associate ceases providing services to Covered Entity. This Agreement will be terminated automatically and without notice upon termination or expiration of the SaaS Agreement. In the event of termination or expiration of this Agreement,to the extent feasible, Business Associate will return or destroy all PHI received from Covered Entity. page 20 of 21 V Julota- Julota@ SaaS Agreement (c)Continued Safeguard of Information. Depending on the nature of Business Associate's Services, the parties may mutually agree that immediate return or destruction of the information is infeasible. Under such circumstances, Business Associate will extend the protections of this Agreement for as long as the information is maintained and will limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. When the information is no longer needed by Business Associate, the information will be returned or destroyed. The Business Associate's obligations to continue to safeguard PHI shall survive the termination of the Agreement. 7. Miscellaneous (a) No Third-Party Beneficiary Rights. Nothing express or implied in this Agreement is intended to give, nor shall anything herein give any person other than the Parties and the respective successors or assigns of the Parties, any rights,remedies,obligations,or liabilities whatsoever. (b) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended,and for which compliance is required. (c)Interpretation.Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Rules. COVERED ENTITY: BUSINESS ASSOCIATE: By: By: Print Name: Print Name: Title: Title: Dated: Dated: page 21 of 21 DocuSign Envelope ID:E3B48371-06EE-469C-8BF7-4A7B4E6C1B1B 3.6.3.3. Provide all meeting agendas, minutes, and pertinent documents to the PDA Technical Assistance Team and the HCA Contract Manager; 3.6.3.4. Meet at least monthly with the PDA Technical Assistance Team to ensure communication and coordination of project; 3.6.3.5. Upon request, participate in presentations to key state and local stakeholders on progress; and 3.6.3.6. Provide a satisfaction survey to participants, officers, and stake holders within the last quarter of the program. Share the results of the survey with the PDA Technical Assistance Team and HCA Contract Manager. 3.6.4. Coordinate, schedule, and conduct LEAD steering committee and advisory board meetings as needed throughout the induction phase of this project. 3.6.5. Participate in monthly Technical Assistance (TA) calls with the PDA Technical Assistance Team.This TA will include but is not limited to the following: 3.6.5.1. Create and convene a policy coordinating group; 3.6.5.2. Write policy and protocol around referrals and diversion-eligible offenses and making an MOU for all parties to work together; 3.6.5.3. Trainings on policy and protocol regarding referrals and diversion-eligible offenses; and 3.6.6.4. Establishing intake processes for candidates. 4. DELIVERABLES DELIVERABLE DUE DATE PAYMENT 4.1 Program timeline with Within thirty(30) days of the One-time payment implementation challenges and Date of Execution and each of$50,000. resolutions identified as detailed month thereafter for the in subsection 3.6.1. duration of the Contract. 4.2 Purchase Julota Case Within thirty(30) days of the One-time payment, Management and Data Date of Execution not to exceed Collection Software platform. $96,484. 4.3 Minutes detailing all local LEAD Meeting minutes due no more $2,000 per meeting, advisory board and operational than sixty (60) days after each not to exceed workgroup meetings. meeting is conducted. $60,000. Up to 30 meetings throughout the duration of this Contract. 4.4 Monthly Technical Assistance No less than one (1) call per $10,000 per month, (TA) calls with the PDA month. not to exceed Technical Assistance Team. $130,000. Washington State 40 LEAD Pilot Site Development Health Care Authority HCA Contract#1<4511 MASON COUNTY PUBLIC WORKS—COMMISSIONER BRIEFING June 15,2020 Briefing Items • Belfair Reclamation Facility pump replacement for Lift Station No. 1 and a spare pump procurement. • Rustlewood Lift Station No. 3 pump replacement and electrical system upgrade procurement. • Proposed Personnel and Risk Analyst position. Discussion Items 1. Belfair Sewer Reclamation Facility anox pump Commissioner Follow-Up Items • Public Works Reorganization Upcoming Calendar/Action Items Attendees: Commissioners: Public Works: Other Dept. Staff: Public: _Randy Neatherlin _Loretta Swanson _Kevin Shutty _Mike Collins _Sharon Trask _Richard Dickinson _Others(list below) MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Richard Dickinson, Deputy Director/ Utilities and Waste Management DEPARTMENT: Public Works EXT: 652 BRIEFING DATE: June 15, 2020 ITEM: Belfair Water Reclamation Facility Lift Station No. 1 pump replacement EXECUTIVE SUMMARY: Lift Station No. 1 (pump 1) at the Belfair Water Reclamation Facility suffered a catastrophic pump failure earlier in May of this year. Currently, there is a newly rebuilt and functional pump with very low hours, in slot No. 2 without any pumping redundancy available in case of pump failure. Staff requested a quote from the current pump vendor, Granich Engineered Products, Inc., to rebuild the pump and price to purchase a new in-kind replacement pump. Quotes received are attached. Pump Repair is estimated to cost: $46,735 (tax and installation not included) New pump is estimated to cost $ 48,000 (tax and installation not included) Pump installation and cleaning of debris from wet well is estimated to cost $10,000 Public Works is requesting to purchase 1 new replacement pump from Granich Engineered Products along with the cleaning of the wet well and installation. Cost Impact to the County: OPTIONS: 1. Purchase one (1) new pump installed for Lift Station No. 1 along with having the wet well cleaned of debris that could void any warranty: $58,000 2. Rebuild the current pump for Lift Station No. 1 and purchase a new backup pump for the Belfair Reclamation Facility. $104,735 3. Purchase two (2) new pumps, one for Lift Station No. 1 and one backup pump for the Belfair Water Reclamation Facility. $106,000 Funds for option #1 are available out of the current Belfair Sewer Fund, #413. Any of the other purchase options will be funded through REET 2 funds and out of the Belfair Sewer Fund, #413. RECOMMENDED OR REQUESTED ACTION: Briefing Summary Request the Board authorize for the Deputy Director/U&W Manager to purchase one (1) new pump installed for Lift Station No. 1 along with having the wet well cleaned of debris that could void any warranty. Attachment: Quotes Briefing Summary Granich Engineered Products, Inc. P E NTAI R 1313 South 9611 Street Seattle,WA98108 FAIRBANKS NIJHUIST" (206)315-2940 Fax: (206-315-2939 Quote Authorized Municipal Representative Fairbanks Pumps To: Mason County Utilities Date: June 8, 2020 Attn: Richard Dickinson From: John Hayes SUBJECT: BELFAIR LIFT STATION #1 / REPAIR / CLEAN / INSTALL / SPARE PUMP A. REPAIR / INSTALL / SPARE PUMP AND MOTOR INCLUDES: • SHOP LABOR @ PREVAILING WAGES INCLUDES SKIM CUT SHAFT, DIP AND BAKE MOTOR, SLEEVE SEAL CARRIER, REPAIR WIRE TERMINAL SEAT WITH EPDXY. • NEW PARTS INCLUDE IMPELLER AND VOLUTE WEAR RINGS, HIGH PRESSURE LOWER SEAL / UPPER SEAL, MOTOR BEARINGS, O-RING AND GASKET SET • SHOP DELIVERY TO JOBSITE @ PREVAILING WAGES • CONTRACTOR CLEAN DEBRIS SOLIDS FROM WETWELL @ PREVAILING WAGES • BOOM TRUCK INSTALLATION @ PREVAILING WAGES • SPARE 4" 5434MV, SAME AS ORIGINAL SPEC, INCLUDES: o DUPLICATE 4" 5434MV PUMP c SS WEAR RINGS c HP LOWER MECHANICAL SEAL o DEDUCT FOR BASE ELBOW 0 50' POWER/ CONTROL CORD ASSEMBLY 0 125 HP MOTOR W/ COOLING JACKET TOTAL COST, DELIVERED, 1 PUMP INSTALLED, (taxes not included):.......................$95,663.00 B. OPTIONAL SET OF 2) 4" 5434MV, SAME AS ORIGINAL SPEC, INCLUDES: • DUPLICATE 4" 5434MV PUMP • SS WEAR RINGS • HP LOWER MECHANICAL SEAL • DEDUCT FOR BASE ELBOW • 50' POWER/ CONTROL CORD ASSEMBLY • 125 HP MOTOR W/ COOLING JACKET • BOOM TRUCK INSTALLATION OF 1 PUMP @ PREVAILING WAGES TOTAL COST, 2 PUMPS DELIVERED, 1 PUMP INSTALLED, (taxes not included): ......$97,214.00 C. CONTRACTOR CLEAN WETWELL, INCLUDES: • LABOR CREW @ PREVAILING WAGES • HAUL AWAY DEBRIS (NOT INCLUDING SLUDGE) TOTAL COST, (taxes not included): ..................................................................................$8,500.00 ►►► P E NTAI R FAIRBANKS NIJHUISTN TERMS: NET 30 DELIVERY: 6 —8 WEEKS REPAIR 14 — 18 WEEKS NEW Please contact me with any questions. We await your instructions before proceeding. Regards, John Hayes SoGranich Engineered Products, Inc. Granich Engineered Products, Inc. Cell: 360-481-4801 E-mail: iohnh()aranich.com WECI Whitney Equipment Coinpjny, Inc 16120 Woodinville-Redmond Road Suite 3 Woodinville, WA 98072 www.weci.com 800-255-2580 Quote#: 35643 Date: 6/3/2020 To: Mason County PUD From: Attn: Richard Dickson Whitney Equipment Company Phone: 360-427-9670 Laura Haggard Email: rdicksonaco.mason.wa.us Richard, Here is the price you requested for a Flygt submersible pump to replace your existing 4"Fairbanks Submersible pump at PS#1 Belfair. I understand that the duty point for the station is 600gpm at 255ft TDH and the power is 460V,3ph. We would reuse your existing bracket to be able to slide our pump down the existing guide rails. The price for a pump and a spare pump is as follows: NX-3202.095 4"discharge ITEM OTY. PART# DESCRIPTION TOTAL 1 2 Flygt NX-3202.095 including: 72HP Explosion Proof Motors Stainless Steel Cooling Jackets 50ft cable for 460V, 3ph 460V,3ph pumpss 273 Hard Iron N impellers Mini Cas and socket 20ft lifting chain assemblies (1) Grip eye lifting device 1 day Start up assistance $101,971.00 Ocean Freight to Shelton, WA $3,063.00 TOTAL $105,034.00 Please make ensuing purchase orders to: Whitney Equipment Company,Inc. FOB: Port of Entry,freight is estimated above This quote is valid for 30 days. Terms: Net 30 days on approved accounts Lead Time: 12-14 weeks ARO If you have any questions,please give me a call. Sincerely, Laura Haggard Cc: Steve Clark, Inside Sales WHITNEY EQUIPMENT CO., INC. WOODINVILLE,WA STANDARD CONDITONS OF SALE These are Whitney Equipment Co., Inc.,the Seller, Standard Terms and Conditions and the basis of our offer to the Buyer, unless specifically altered in writing as permitted herein.Any changes may affect the quoted price. These Standard Terms and Conditions and the bid quote, purchase order,or other order form to which they are attached(the"Bid Quote")form a contract between Buyer and Seller for the sale of products described in the Bid Quote(the"Contract"). ACCEPTANCE: Submission of this Contract to Buyer constitutes Seller's offer to the Buyer and on acceptance becomes a binding contract on the terms set forth herein. Buyer's acceptance is expressly limited to the terms of this Contract. Seller rejects all terms included in any response by the Buyer to this Contract that are in conflict with, inconsistent with, or in addition to the terms and conditions contained herein. But if a conflict arises between the terms of a purchase order first issued by Buyer and the terms of this Contract,the terms of this Contract shall take precedence. ENTIRE AGREEMENT: The Contract comprises the entire agreement between the Buyer and the Seller,and supersedes all prior or contemporaneous understandings,agreements, negotiations,representations and warranties,and communications,both written and oral.This Contract prevails over any terms and conditions of purchase provided by Buyer,regardless whether or when the Buyer has submitted its purchase order or such terms.In addition implied terms and conditions from the Buyer's contracts with other entities are not valid or enforceable with respect this Contract. Fulfillment of the Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend this Contract. GOVERNING LAWS: Seller will comply with all laws applicable to Seller during sale of the products. Buyer will comply with all laws applicable to Buyer during operation or use of the products. The laws of the State of Washington shall govern the validity,interpretation and enforcement of any order of which these provisions are a part,without giving effect to any rules governing the conflict of laws. Assignment may be made only with written consent of both parties.Buyer shall be liable to the Seller for any attorney's fees and costs incurred by Seller in enforcing any of its rights hereunder. Unless otherwise specified,any reference to Buyer's order is for identification only. JURISDICTION AND VENUE:Any legal suit,action or proceeding arising out of relating to this Contract shall be commended in federal or state court located King County,Washington and Seller and Buyer(i)irrevocably submit to the exclusive jurisdiction and venue of any such court in any such suit,action or proceeding and (ii) irrevocably waive(to the extent permitted by applicable law)any objection which they now or hereafter may have to the laying of venue of any such action or proceeding brought in any of the foregoing courts in and of the State of Washington,and any objection on the ground that any such action or proceeding in any such court has been brought in an inconvenient forum. ATTORNEYS FEES AND EXPERT COSTS:The prevailing party in any legal suit, action, or proceeding arising out of relating to the Contract shall be awarded its reasonable attorneys'fees and experts costs. WARRANTY: THE SELLER MAKES NO WARRANTIES ON ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS CONTRACT,INCLUDING ANY(A)WARRANTY OF MERCHANTABILITY, (B)WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR(C)WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY,WHETHER EXPRESS OR IMPLIED BY LAW,COURSE OF DEALING,COURSE OF PERFORMANCE,USAGE OF TRADE OR OTHERWISE. BUT THE BUYER SHALL RECEIVE WARRANTIES, IF ANY, PROVIDED BY THE MANUFACTURER OF THE PRODUCTS SOLD UNDER THIS CONTRACT. THE SELLER IS EXPRESSLY EXCLUDED FROM ANY WARRANTY AND ALL CHARGES, FOR LABOR, INSTALLATION, REMOVAL, REPAIR, REINSTALLATION, SHIPPING, UTILITIES, EQUIPMENT RENTAL, OTHER REQUIRED MATERIALS, OR ANY OTHER ITEMS. THE PARTIES AGREE THAT THE BUYER'S SOLE AND EXCLUSIVE REMEDIES SHALL BE AGAINST THE PRODUCT MANUFACTURER AS PROVIDED HEREIN. THE BUYER AGREES THAT NO OTHER REMEDY (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST SALES, DOWN TIME, OPERATING OR MAINTENANCE COSTS, INJURY TO PERSONS OR PROPERTY, OR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS)SHALL BE AVAILABLE TO BUYER. BUYER SHALL FOLLOW ALL STORAGE, OPERATION,AND MAINTENANCE PROCEDURES SPECIFIED BY THE MANUFACTURER FOR WARRANTY COVERAGE, FAILURE TO FOLLOW THESE PROCEDURES INCLUDING DOCUMENTATION MAY RESULT IN LOSS OF WARRANTY COVERAGE. TAXES: Seller does not include any Federal,State,City,County,or other sales,custom duties,or taxes such as sales,use,excise,retailer's,occupation or similar taxes and fees,in the Contract Price unless otherwise explicitly stated in writing. Any taxes not included in the Bid Quote will be added to the Contract Price. In lieu of paying such taxes to the Seller,the Buyer may fumish the Seller with a Tax Exemption Certificate or other legal and appropriate taxing authorities at any time. PAYMENT TERMS: All quotations or proposals are in US Dollars unless explicitly stated otherwise in writing. Seller shall submit invoices for payment to Buyer for percentages of the Contract Price as described in Bid Quote. Buyer must pay all invoices submitted by Seller no later than 30 days after the date of the invoice. If the shipment is delayed by the Buyer,date of readiness for shipment shall be deemed the date of shipment for payment purposes. The Seller may require advance payment or a certificate of deposit,or may otherwise modify credit terms,should the Buyer's credit standing not meet the Seller's requirements. A service charge of 2.5%per month on the unpaid balance will be charged on all overdue monies payable. Buyer shall not assign or transfer their contract or any interest in it,or monies payable under it,without the written consent of Seller and any assignment made without such consent shall be null and void. Buyer agrees to pay all collection costs and costs of suit,including reasonable attorney fees, in the event Seller institutes collection action for overdue account. Seller expressly reserves all available lien rights in connection with any transaction between the parties. Unless explicitly agreed upon in writing, retainage against the contract amount is not allowed. The Seller reserves the right to re-possess all equipment that is not paid for in full per this Contract's payment terms. CREDIT CARD PAYMENTS: All credit card payments will require an additional 2%surcharge in addition to the Contract Price listed in the Contract. All credit card payments over$5000.00 require written pre-approval by the Seller prior to processing;approval is not guaranteed. CREDIT: Buyer is required to provide all necessary credit information to Seller with each order, including bank reference, bonding company, or other necessary information with complete names,addresses,phone numbers,personal references,and account and bond numbers. The Seller will determine,in its sole discretion, what is acceptable and what credit rating is required for the Seller to allow a purchase on credit. PRICE: The prices specified are in U.S.currency,payable free of all expense to the Seller for collection charges. STARTUP PAYMENTS: If startup services are included in this Contract,the pre-agreed upon payment amount shall be due when startup is complete. If startup is delayed more than 90 days after equipment delivery, payment for startup shall be due 90 days after equipment delivery prior to the startup occurring. Delaying in paying this portion of the contract is subject to the PAYMENT TERMS above. SHIPMENTS AND DELIVERY: Delivery and shipping times are Seller's best estimate and do not include product approval time or order processing time. Seller is not liable for any damages,fees,costs, expenses or penalties arising from (1) loss of or damage to product in transit or(2)delays in shipping or delivery of the product,including all delays caused by an accident;riots;insurrections;national emergency; labor disputes of every kind however caused;embargoes;non-delivery by suppliers;delays of carriers or postal authorities;or governmental restrictions,prohibitions, or requirements. Seller may, in its sole discretion,without liability or penalty,make partial shipments of products to Buyer. Each shipment will constitute a separate sale,and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's order. Cost of handling and freight is only included when it is explicitly listed in this Contract. NON-DELIVERY: The quantity of any installment of products as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. Any liability of Seller for non-delivery of the products shall be limited to replacing the products within a reasonable time or adjusting the invoice respecting such products to reflect the actual quantity delivered. APPROVALS: Buyer is responsible for obtaining approval on products from project owners and engineers. The Seller represents only that products are as described in this Contract. The Seller does not warrant that the products described will be approved or otherwise satisfactory to project owners or engineers,or that products meet project specifications. Seller does not guarantee compliance with any codes or laws unless explicitly stated in this Contract. Performance of the overall system that incorporates the products is not guaranteed. OCCUPATIONAL SAFETY AND HEALTH ACT of 1970—Seller does not warrant or represent that any of Seller's products by themselves or in a system or with other equipment will conform to or comply with the provisions of the Occupational Safety and Health Act of 1970 and the standards and regulations issued thereunder, or any other federal,state,or local law or regulation of the same or similar nature. LIMITATION OF LIABILITY-NEITHER SELLER,NOR ITS SUPPLIERS SHALL BE LIABLE,WHETHER IN CONTRACT,WARRANTY,FAILURE OF A REMEDY TO ACHIEVE ITS INTENDED OR ESSENTIAL PURPOSES,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,INDEMNITY OR ANY OTHER LEGALTHEORY,FOR LOSS OF USE,REVENUE OR PROFIT,OR FOR COSTS OF CAPITAL OR OF SUBSTITUTE USE OR PERFORMANCE,OR FOR INDIRECT,SPECIAL, LIQUIDATED, INCIDENTAL OR CONSEQUENTIAL DAMAGES,OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE,OR FOR CLAIMS BY BUYER FOR DAMAGES OF BUYER'S CUSTOMERS.SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS CONTRACT SHALL NOT EXCEED THE CONTRACT PRICE,PROVIDED HOWEVER, IF THE BID QUOTE INCLUDES FIELD OR STARTUP SERVICE, SELLER'S LIABILITY FOR SAID SERVICES SHALL BE LIMITED TO THE VALUE OF THE SERVICES.BUYER AND SELLER AGREE THAT THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS ARTICLE ARE SEPARATE AND INDEPENDENT FROM ANY REMEDIES WHICH BUYER MAY HAVE HEREUNDER AND SHALL BE GIVEN FULL FORCE AND EFFECT REGARDLESS OF WHETHER ANY OR ALL SUCH REMEDIES SHALL BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. STORAGE—If for any reason Buyer fails to accept products that have been delivered by Seller,or if Seller is unable to deliver the products because Buyer has not provided appropriate instructions,documents, licenses or authorizations,then Seller may place the products in storage at Buyer's cost and expense,which includes the cost of storage,shipping fees, insurance and other incidental expenses. The Buyer carries risk of loss for products in storage. TITLE-Title to the products and risk of loss or damage passes to Buyer upon delivery of the products at the Point of Delivery listed in the Bid Quote.As collateral security for the payment of the Contract Price for the products,Buyer hereby grants to Seller a lien on and security interest in and to all of the right,title and interest of Buyer in,to,and under the products,wherever located,and whether now existing or hereafter arising or acquired from time to time,and in all accessions thereto and replacements or modifications thereof,as well as all proceeds(including insurance proceeds)of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Washington Uniform Commercial Code. Buyer agrees to perform all additional acts necessary to perfect and maintain said security interest. INSURANCE:Buyer shall,at its own expense,purchase,maintain and carry adequate insurance for the products to protect against loss or damage from any external cause, including losses from fire,wind,water or other causes. Insurance coverage must be maintained with insurance companies legally authorized to do business where said products are located in an amount at least equal to the value of said products until the products are accepted and paid for in full. Upon Seller's request, Buyer shall provide Seller with a certificate of insurance from Buyer's insurer evidencing the insurance coverage that is satisfactory to Seller. The certificate of insurance must name Seller as an additional insured. In no case does the Contract Price,even if inclusive of freight, cover the cost of insurance beyond the Point of Delivery specified in the Bid Quote] CANCELLATION: The Buyer may cancel its order only upon written notice,and in turn will make payment to Seller of reasonable cancellation charges specified by Seller. ORAL STATEMENTS: The Seller's personnel may have made oral statements about the products described in this Contract during the sales process. Such statements do not constitute warranties or guarantees,and shall not be relied on by the Buyer. The entire contract is embodied in this writing. This writing constitutes the final expression of the parties'agreement,and it is a complete and exclusive statement of the terms of that agreement. CHANGES: Seller reserve the right to make changes and to substitute other material as needed to make shipments and fulfill orders under this Contract. ERRORS: Seller reserves the right to correct clerical or stenographic errors or omissions. STATUTE OF LIMITATIONS-To the extent permitted by applicable law,any lawsuit for breach of contract,including breach of warranty,arising out of the transactions covered by this order,must be commenced by the Buyer not later than twelve(12)months from the delivery of Seller's Products or the last day Seller performed any services,whichever is earlier. INSPECTION: Buyer shall inspect Seller's Products upon receipt,and if Buyer's inspection reveals any defects in the Products, Buyer shall notify the Seller within three(3)days after receipt of the Products of any claim Buyer might have concerning such defects in the Products discovered by Buyer. Buyer's failure to notify Seller within such a three (3)day period shall constitute a waiver by Buyer of all claims covering such defects in the Products. It is the Buyer's responsibility to inspect for shipping damage upon delivery and to initiate a damage claim with the freight carrier. Damage occurring in-transit by the freight carrier must be claimed by the Buyer,and is not the Seller's responsibility. NOT INCLUDED: Seller does not include any item not specifically listed as included. References to specifications and drawings in the Scope of Supply section of the Bid Quote does not indicate that all items in those documents are included in the Scope of Supply. Unless clearly included in this Contract, engineering and design services are not included in this Contract. FREIGHT: Prices quoted are F.O.B.point of manufacture and do not include freight unless specifically listed as included. Title passed to the Buyer at the Point of Delivery listed in the Bid Quote and all freight claims are the responsibility of the Buyer. BACKCHARGES will not be accepted unless approved by Seller,in writing, before any work is done. DELAYS: Price and terms and conditions are subject to revision if manufacture is not released at time of order placement or drawings for approval are not returned within 30 days from receipt by customer,or manufacture is released and subsequently held or delayed by the customer for more than 30 days,or customer requests longer than quoted shipment. If Seller suffers delay in performance due to any cause beyond its control,including but not limited to act of God,war,pandemic,act or failure to act of government,act or omission of Buyer,fire,flood,strike or labor troubles,sabotage,or delay in obtaining from others suitable services,materials,components,equipment or transportation,the time of performance shall be extended a period of time equal to the period of the delay and its consequences.Seller will give Buyer notice in writing within a reasonable time after the Seller becomes aware of any such delay. DECOMPOSITION AND WEAR: Decomposition by chemical action and wear caused by the presence of abrasive materials shall not constitute defects. BUYER DATA-Timely performance is contingent upon the Buyer supplying to the Seller,when needed,all required technical information,including drawing and submittal approval,and all required commercial documentation.The Buyer shall also supply and complete all shipping delivery information, pre-delivery checklists,and pre-startup checklists in a timely manner or the overall schedule of the project may be impacted at no cost to the Seller regardless of any potential agreed upon damages. BUYER SUPPLIED COMPONENTS-Buyer acknowledges that the products purchased by Buyer under this Contract may contain products supplied by the Buyer or supplied by a third party at the Buyer's direction(`Buyer Supplied Components").Buyer Supplied Components are not covered by any warranty or guarantee in this Contract.For the avoidance of doubt,Seller makes no representations or warranties with respect to any Buyer Supplied Components.Seller disclaims any liability arising from Buyer Supplied Components delivered late,damaged,defective,or nonconforming. In no event shall Seller be liable for consequential, indirect, incidental,special,exemplary,punitive damages,or lost profits,arising out of or relating to late delivery of or defective Buyer Supplied Components.Subject to the terms and conditions of this Contract, Buyer shall indemnify,defend and hold harmless Seller and its representatives/officers, directors,employees,agents,affiliates,successors and permitted assigns('Indemnified Party")against any and all losses,damages, liabilities,deficiencies, claims,actions,judgments,settlements, interest,awards,penalties,fines,costs,or expenses of whatever kind,including attorney and expert fees,fees and costs of enforcing any right to indemnification under this Contract,and the cost of pursuing any insurance providers,incurred by Indemnified Party in a final judgment relating to any third-party claims arising from defective Buyer Supplied Components. MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Richard Dickinson, Deputy Director/ Utilities and Waste Management DEPARTMENT: Public Works EXT: 652 BRIEFING DATE: June 15, 2020 ITEM: Rustlewood Lift Station 3 Pump replacement and electrical system upgrades EXECUTIVE SUMMARY: Repairs are needed to Lift Station 3 for the Rustlewood Wastewater System. The pumps at this station are believed to be from the original installation (over 40 years ago) and have had numerous repairs/rebuilds and have lost the necessary pumping capacity to keep up with the influent flow during significant events. The electrical components for Lift Station 3 are of the same generation and will need to be upgraded to work with the new replacement pumps. Staff are currently soliciting quotes for pumps and the necessary electrical upgrades from three (3) separate vendors. Cost Impact to the County: The pump replacement and electrical upgrades are estimated to cost $50k and will be funded out of the Rustlewood Wastewater Fund, #411. RECOMMENDED OR REQUESTED ACTION: Recommend the Board authorize the U&W Deputy Director/U&W Manager to procure new pumps and electrical system upgrades for Rustlewood Lift Station 3 and enter into a contract to complete the project. Briefing Summary MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Loretta Swanson, Director DEPARTMENT: Public Works EXT: 450 BRIEFING DATE: June 15, 2020 INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance 4 Human Resources ❑ Legal ❑ Other— please explain ITEM: Proposed Personnel and Risk Analyst EXECUTIVE SUMMARY: Commissioners requested further review and deliberation regarding the Confidential Administrator position proposed during the June 1 reorganization briefing. The proposal was to eliminate the Operation & Maintenance/ER&R Administrator position and create a Confidential Administrator position. Upon further review of position descriptions and personnel capacity a request is made to create a Personnel and Risk Analyst position. BUDGET IMPACTS: The Operation & Maintenance/ER&R Administrator position is budgeted 50% Road Fund and 50% ER&R Fund. If approved, this will result in a net annual reduction of approximately $5,400 and a $47,820 reduction in ER&R Fund. RECOMMENDED OR REQUESTED ACTION: Request the Board approve elimination of the Operation & Maintenance/ER&R Administrator (Range 25) position and creation of the Personnel and Risk Analyst position (Range 21). Attachments: 1. Position description Briefing Summary POSITION DESCRIPTION Title: Personnel and Risk Analyst Department: Public Works/Utilities & Waste Management Affiliation: Non Represented Reports to: Director Exempt: X Non-Exempt: Supervises/Directs: None Job Class: Risk Class: 5306-07 Salary Range: According to current Non- Represented salary scale Director Approval Date: Manager Approval Date: GENERAL DESCRIPTION: The Personnel and Risk Analyst is a highly skilled professional level classification with expertise in various Human Resources and Risk functions in the Public Works and Utilities work environment. The position routinely provides analysis and recommendations to department leadership on highly complex, sensitive, and confidential assignments and issues. This position works regularly and collaboratively with Human Resources and Risk. ESSENTIAL JOB FUNCTIONS: (Any one position may not include all of the duties listed nor do the listed examples include all tasks, which may be found in positions of this class.) Responsible for the confidential management and maintenance of the department's personnel information: ■ Ensures department personnel development reviews are conducted on regular basis ■ Assists with staff development goals • Oversees annual testing, follow-up and documentation (drug and alcohol, hearing, other) ■ Tracks and reports staff training • Tracks FMLA usage and balances and notifies Human Resource and payroll personnel • Maintains department accident/incident reports and reports to Risk Assists with development, review and implementation of Collective Bargaining Agreements. Assists with development of new or revised policies and procedures, job classification descriptions, performance evaluation systems, and other restructuring or reorganizing practices to achieve goals. Assists in the resolution of complaints and grievances; investigates and analyzes situations and evaluates information to make recommendations on the appropriate course of action. Serves as lead coordinator for department claims and lawsuits. Serves as the public records officer for personnel matters. Analyzes risk reports and trends and makes risk/claim reduction recommendations. Assists with the development and implementation of policies and procedures to ensure a safe workplace. Est. 7.2017/Rev 1-10.2017(format)/Rev2-2.2020(format) Coordinates and/or conducts employee training as required by safety policies & procedures. Reviews & investigates employee incident reports to ensure a safe workplace. Coordinates follow-up action if requested and/or needed. Ensures policies and procedures are reviewed, recommendations are brought forward and implemented properly. OTHER JOB FUNCTIONS: Performs other related duties as assigned. WORKING CONDITIONS: Work is performed in an office environment while sitting at a computer or desk operating general office equipment. May lift or move up to 50 pounds. Requires travel three times per year and occasional site visits to county facilities. Some field work may be required to perform safety and/or claim related inspections. Position requires mental acuity to ensure thorough analysis of situations in a fast-paced environment. Employee is required to maintain confidentiality of information within the department. May be required to deal with shifting or conflicting priorities, interests and difficult situations requiring the use of conflict management and facilitations skills. Employee is frequently required to perform work in confidence and under pressure for deadlines, and is required to maintain professional composure and tact, patience and courtesy at all times. QUALIFICATIONS: Knowledge of - Principles and procedures for personnel recruitment, selection, training, compensation and benefits, labor relations and negotiations. - Workers compensation insurance and labor laws and enforcement of state workplace safety and health rules. - Federal and state employment, labor and wage and hour laws. - Knowledge of Civil Service laws. - State, federal, and local laws and regulations relating to risk management programs. - Risk management theories and principles. - Management and supervisory principles and practices. Ability to - Communicate effectively, both orally and in writing, with individuals and groups regarding complex or sensitive issues or regulations. - Maintain the confidentiality of sensitive and confidential information. - Coordinate and implement loss control training programs. - Analyze, interpret and apply directives, guidelines and laws to policies. - Plan, organize and oversee assigned work programs. - Analyze and evaluate workplace safety issues, develop and implement corrective actions. - Establish and maintain effective working relationships with employees, County Departments, committees, other agencies and the public. - Coordinate and implement onsite regulatory training programs (i.e., CPR/First Aid). - Physical ability to perform the essential functions of the job. EDUCATION AND EXPERIENCE: Any equivalent combination of education and experience, which provides the applicant with the knowledge, skills, and abilities, required to perform the job. A typical way to obtain the knowledge and abilities would be: Est. 7.2017/Rev 1-10.2017(format)/Rev2-2.2020(format) Bachelor's degree in human resources, psychology, public administration, risk management or related discipline and at least five years progressively applicable experience. Preferred applicants will be familiar with Public Works/Utilities workplace. LICENSES, CERTIFICATES AND OTHER REQUIREMENTS: A valid driver's license is required for this position. REQUIRED TRAINING FOR THIS POSITION: Sexual Harassment & Discrimination —Annually Smart Risk Management—Once Slip, Trip and Fall —Annually Safe Lifting Practices —Annually FEMA IS 100 and 700-Once FEMA IS-907-Active Shooter-Annually FMLA - Once REGULAR MONITORED DRIVER: X Yes No DEFENSIVE DRIVING-ALL ANNUALLY: Basics R is for Reverse Intersections Reduce Winter Weather Accidents General Auto Risk Program for Drivers Additional job specific trainings may be issued at a later date. Director Signature of Approval: Date: Manager Signature of Approval: Date: I have read and understand the above position description: Name: Date: Signature: Est. 7.2017/Rev 1-10.2017(format)/Rev2-2.2020(format)