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HomeMy WebLinkAboutCommunity Lifeline MC Contract #20-054 1 MASON COUNTY PROFESSIONAL SERVICES CONTRACT CONTRACT#CL.Covid19.Sprinkler THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as"COUNTY" and Community Lifeline hereinafter referred to as"CONTRACTOR." Contracted Entity Community Lifeline Address 218 N. 3rd St. / P.O. Box 698 City, State, Zip Code Shelton, WA 98584 Phone 360-490-3430 Primary Contact Name, Title Barb Weza, Executive Director Primary Contact Phone & E-mail 360-490-3430; communitylifelineshelton(a gmail.com Contractor Fiscal Contact _ same Contractor Fiscal Phone & Email same Washington State UBI# 603-364-370 Federal EIN 46-4731341 Total Award/Contract Value $200,000 Contract Term Duration June 15, 2020 — September 30, 2020 County Contract Contact Lydia Buchheit, Community& Family Health Manager County Contract Email & Phone Lydiab@co.mason.wa.us 360-427-9670 ext 404 County Fiscal Contact Casey Bingham, Fiscal Manager County Fiscal Email & Phone Caseyb(a�co.mason.wa.us 360-427-9670 ext. 562 PURPOSE: The purpose of this contract is to increase shelter capacity due to the Covid-19 Outbreak. 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, Work Bids and the following other documents incorporated by reference: Washington State Covid-19 Outbreak Emergency Housing Grant Guidelines and Mason County Grant Plan. IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as of the date and year last written below. Community Li�.fine Mason County Bert Pedersen, Board Chair Sharon Tra Chair Mason County BOCC Dated: a J��ZA 7.-o Dated: 3nr _ l61,72U.2cD APPROVED AS TO FORM: Tim 1Nhiteh8ad;-Chie PA 2 RECITALS: WHEREAS, COUNTY desires to retain a person or firm to provide the following service: increase shelter capacity for adults experiencing homelessness in Mason County as a response to COVID-19 and detailed in "Exhibit A Scope-of-Work;" and WHEREAS, CONTRACTOR warrants that it is qualified and competent to render the aforesaid services, WHEREAS, CONTRACTOR is unable to expand shelter capacity unless a temporary occupancy permit is issued by the city and additional staff conduct fire-watch procedures, WHEREAS, CONTRACTOR is unable to provide year-round shelter operations unless an interior building sprinkler system is installed, WHERAS, additional quarantine and isolation beds are needed as well as beds for loss of shelter capacity due to social distancing of bedding, WHEREAS, a sprinkler system will result in a 50% increase in shelter bed capacity above baseline (15 —20 beds), NOW, THEREFORE, for and in consideration of the CONTRACT made, and the payments to be made by COUNTY, the parties agree to the following: Special Conditions Funding Source: Washington State COVID-19 Outbreak Emergency Housing Grant Funding Distribution: CONTRACTOR agrees that no advancements of funds will be made, and all payments will follow the invoice and reimbursement process of MASON COUNTY. The completion date for the installation of sprinkler system is September 30, 2020. The CONTRACTOR has within thirty(30) days from this date to submit all invoices for payment. CONTRACTOR agrees that all unspent funds during the performance period are forfeited upon the expiration date of the contract. CONTRACTOR to provide the documentation and invoices as required and detailed in "Exhibit C Compensation." Should CONTRACTOR fail to properly report, ensure permits are obtained and document allowable expenses COUNTY will require CONTRACTOR to repay unaccounted for funds within 30 days of request from COUNTY. Should CONTRACTOR fail to submit any reports, including the final report and/or invoices as detailed in "Exhibit C Compensation" COUNTY reserves the right to disqualify CONTRACTOR as an eligible contractor for subsequent funding programs. 3 Required Assurances from Request for Proposal: Fair Housing and Affirmative Marketing-All housing construction, purchase or rental projects must comply with the following federal fair housing laws, including but not limited to: Title VI of the Civil Rights Act of 1964 as amended; The Fair Housing Act; Equal Opportunity in Housing Act; and Age discrimination act All housing projects must adopt affirmative marketing procedures in compliance with federal and county policy. An affirmative marketing plan must be provided. The plan must, to the greatest extent possible, provide information to the public and potential tenants that may be underserved in the community. Accessibility-All projects must comply with the accessibility laws, including the Americans with Disabilities Act and Fair Housing Act. Financial Management-CONTRACTOR must comply with all relevant accounting/financial standards and have a management system in place that can demonstrate cost reasonableness. Contract Number CONTRACTOR must include/reference the Contract#on all invoices, reports and other documents pertaining to this CONTRACT. General Conditions Scope of Services: The CONTRACTOR agrees to provide to COUNTY the services and any materials as set forth as identified in "Exhibit A Scope-of-Services," during the CONTRACT period. No material, labor or facilities will be furnished by the COUNTY, unless otherwise provided for in the CONTRACT. Performance Period: The performance period for this CONTRACT begins June 15, 2020 and ends September 30, 2020. Allowed expenses incurred during this performance period may be billed to this CONTRACT within thirty (30) days of the contract expiration without regards to the actual date of CONTRACT execution. Term: Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be performed at the expense of CONTRACTOR and are not compensable under this CONTRACT unless both parties hereto agree to such provision in writing. The term of this CONTRACT may be extended by mutual consent of the parties; provided, however, that the CONTRACT is in writing and signed by both parties Compensation: CONTRACT total value not to exceed $200,000. Taxes: CONTRACTOR understands and acknowledges that the COUNTY will not withhold Federal or State income taxes. Where required by State or Federal law, the CONTRACTOR authorizes the COUNTY to withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax payments throughout 4 the year, if any, and the CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's performance of this CONTRACT. The CONTRACTOR hereby agrees to indemnify the COUNTY against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this CONTRACT. The COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The CONTRACTOR must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to which the COUNTY does not hold title. The COUNTY is exempt from Federal Excise Tax. Withholding Payment: In the event the CONTRACTOR has failed to perform any obligation under this CONTRACT within the times set forth in this CONTRACT, then the COUNTY may, upon written notice, withhold from amounts otherwise due and payable to CONTRACTOR, without penalty, until such failure to perform is cured or otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling CONTRACTOR to termination or damages, provided that the COUNTY promptly gives notice in writing to the CONTRACTOR of the nature of the default or failure to perform, and in no case more than 10 days after it determines to withhold amounts otherwise due. A determination of the Administrative Officer set forth in a notice to the CONTRACTOR of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the CONTRACTOR acts within the times and in strict accord with the provisions of the Disputes clause of this CONTRACT. The COUNTY may act in accordance with any determination of the Administrative Officer which has become conclusive under this clause, without prejudice to any other remedy under the CONTRACT, to take all or any of the following actions: (1) cure any failure or default, (2)to pay any amount so required to be paid and to charge the same to the account of the CONTRACTOR, (3)to set off any amount so paid or incurred from amounts due or to become due the CONTRACTOR. In the event the CONTRACTOR obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to CONTRACTOR by reason of good faith withholding by the COUNTY under this clause. Labor Standards: CONTRACTOR agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis-Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions which are unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. Independent Contractor: CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent CONTRACTOR, and nothing herein contained shall be construed to create a relationship of employer-employee. All payments made hereunder and all services performed shall be made and performed pursuant to this CONTRACT by the CONTRACTOR as an independent contractor. CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified in Exhibit "C" and the CONTRACTOR is not entitled to any benefits including, but not limited to: 5 vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to employees of the COUNTY. The CONTRACTOR represents that he/she/it maintains a separate place of business, serves clients other than the COUNTY, will report all income and expense accrued under this CONTRACT to the Internal Revenue Service, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. CONTRACTOR will defend, indemnify and hold harmless the COUNTY, its officers, agents or employees from any loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. Assignment and Subcontracting: The performance of all activities is the sole responsibility of the CONTRACTOR. CONTRACT Scope of Work may be assigned or subcontracted. No Guarantee of Employment: The performance of all or part of this CONTRACT by the CONTRACTOR shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of CONTRACTOR or any employee of CONTRACTOR or any sub-contractor or any employee of any sub-contractor by the COUNTY at the present time or in the future. Conflict of Interest: If at any time prior to commencement of, or during the term of this CONTRACT, CONTRACTOR or any of its employees involved in the performance of this CONTRACT shall have or develop an interest in the subject matter of this CONTRACT that is potentially in conflict with the COUNTY's interest, then CONTRACTOR shall immediately notify COUNTY of the same. The notification of COUNTY shall be made with sufficient specificity to enable COUNTY to make an informed judgment as to whether or not COUNTY's interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, COUNTY may require CONTRACTOR to take reasonable steps to remove the conflict of interest. COUNTY may also terminate this CONTRACT according to the provisions herein for termination. Non-Discrimination in Employment: COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status. CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which CONTRACTOR is governed by such laws, CONTRACTOR shall take affirmative action to insure that applicants are employed, and treated during employment, without regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to: advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship, and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, 6 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 the COUNTY, and CONTRACTOR further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to the COUNTY. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by CONTRACTOR and/or its consultants or sub-contractors, in connection with performance of this CONTRACT, shall be the sole and absolute property of COUNTY. CONTRACTOR further agrees to make research, notes, and other work products produced in the performance of this CONTRACT available to COUNTY upon request. Sale of the Building If CONTRACTOR sells the building within 10 years of the date the work is completed, then CONTRACTOR must reimburse the COUNTY all costs for this project. Patent/Copyright Infringement: CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand brought against COUNTY, to the extent such action is based on the claim that information supplied by the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those costs and damages attributable to any such claims that are finally awarded against COUNTY in any action. Such defense and payments are conditioned upon the following: A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim. B. CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for COUNTY the right to continue using the information, in the event such claim of infringement, is made provided no reduction in performance or loss results to COUNTY. Confidentiality: CONTRACTOR, its employees, sub-contractors, and their employees shall maintain the confidentiality of all information provided by COUNTY or acquired by CONTRACTOR in performance of this CONTRACT, except upon the prior written consent of the COUNTY or an order entered by a court after having acquired jurisdiction over COUNTY. CONTRACTOR shall 7 immediately give to COUNTY notice of any judicial proceeding seeking disclosure of such information. CONTRACTOR shall indemnify and hold harmless COUNTY, its officials, agents or employees from all loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees and costs resulting from CONTRACTOR's breach of this provision. Right to Review: This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Administrative Officer or by COUNTY's Auditor's Office. Such review may occur with or without notice and may include, but is not limited to, on-site inspection by COUNTY agents or employees, inspection of all records or other materials which COUNTY deems pertinent to the CONTRACT and its performance, and any and all communications with or evaluations by service recipients under this CONTRACT. CONTRACTOR shall preserve and maintain all financial records and records relating to the performance of work under this CONTRACT for six (6) years after CONTRACT termination, and shall make them available for such review, within Mason County, State of Washington, upon request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this CONTRACT. If no advance notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative Officer as soon as it is practical. Insurance Requirements: Contractor agrees to have and maintain the policies set forth in Exhibit B entitled "INSURANCE REQUIREMENTS," which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the COUNTY as to form and content. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. Verification of Coverage: Proof of compliance with these insurance requirements, consisting of endorsements and certificates of insurance shall be delivered to COUNTY prior to the execution of this CONTRACT. If such proof of insurance is not delivered as required, or if such insurance is canceled at any time and no replacement coverage is provided, COUNTY has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests. Any premium so paid by COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted from sums due CONTRACTOR. Additional Insurance Requirements and Stipulations: CONTRACTOR is required to provide insurance as detailed and stipulated in "EXHIBIT B Insurance Requirements." Industrial Insurance Waiver: With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers, agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this CONTRACT extend to any claim brought by or on behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by the parties to this CONTRACT. 8 CONTRACTOR Commitments, Warranties and Representations: Any written commitment received from CONTRACTOR concerning this CONTRACT shall be binding upon CONTRACTOR, unless otherwise specifically provided herein with reference to this paragraph. Failure of CONTRACTOR to fulfill such a commitment shall render CONTRACTOR liable for damages to COUNTY. A commitment includes, but is not limited to, any representation made prior to execution of this CONTRACT, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. Defense and Indemnity Contract: Indemnification by CONTRACTOR. To the fullest extent permitted by law, CONTRACTOR agrees to indemnify, defend and hold COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR's subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this CONTRACT; or 3) are based upon CONTRACTOR's or its subcontractors' use of, presence upon or proximity to the property of COUNTY. This indemnification obligation of CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been mutually negotiated by the parties. Provider's initials acknowledging indemnity terms: Participation by County— No Waiver. COUNTY reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses or expenses and such participation shall not constitute a waiver of CONTRACTOR's indemnity obligations under this CONTRACT. Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR's indemnity obligations shall survive the completion, expiration or termination of this CONTRACT. Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the extent allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify the COUNTY on a basis equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY. Laws: CONTRACTOR shall comply with all applicable laws, ordinances, codes, regulations and policies of local, state, and federal governments, as now or hereafter amended. Administration of Contract: COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Director of the Mason County Community Services Department and his or her designees, as COUNTY's 9 representative, hereinafter referred to as the Administrative Officers, for the purposes of administering the provisions of this CONTRACT, including COUNTY's right to receive and act on all reports and documents, and any auditing performed by the COUNTY related to this CONTRACT. The designated Administrative Officers for purposes of this CONTRACT is: Program Lydia Buchheit, Manager Mason County Community and Family Health 415 N. 6th Street Phone: 360-427-9670 Ext. 293 Fax: 360-427-7787 E-mail: lydiab@co.mason.wa.us Submit all reports/forms to caseyb(&co.mason.wa.us Financial: Casey Bingham, Finance Manager Mason County Public Health and Human Services 415 N. 6th Street Phone: 360-427-9670 Ext. 562 Fax: 360-427-7787 E-mail: caseyb@co.mason.wa.us; Submit all reports/forms to caseyb@co.mason.wa.us Contractor Contact Information: Barb Weza, Executive Director Community Lifeline 360-490-3430 communitylifelineshelton@gmail.com Notice: Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer's designees under this CONTRACT. Notice to CONTRACTOR for all purposes under this CONTRACT shall be given to the address provided by CONTRACTOR herein above in the "Contractor Information" section. Notice may be given by delivery or by depositing in the U.S. mail. Modifications: Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. Duplicate Payment: The COUNTY shall not pay CONTRACTOR, if the CONTRACTOR has charged or will charge any other party under any other Grant, subgrant/subcontract, or agreement, for the same services or expenses. If it is determined that CONTRACTOR has received duplicate payment, the CONTRACTOR must pay back the COUNTY for these expenses. Contract Close out: Final payment is contingent upon the CONTRACTOR'S ability to provide the COUNTY with all invoices and work product as outlined in Exhibit A: SCOPE OF WORK and Exhibit C: COMPENSATION by the contract term end date. 10 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 and Exhibit B Compensation. An equitable adjustment in the Contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this CONTRACT by COUNTY at any time during the term, whether for default or convenience, shall not constitute breach of CONTRACT by COUNTY. Termination for Reduced Funding: COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole discretion, that such termination is necessary due to a decrease in available project funding including State and/or Federal grants. Whenever the CONTRACT is terminated in accordance with this paragraph, the CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A Scope-of-Services and Exhibit B Compensation. Disputes: Differences between CONTRACTOR and COUNTY, arising under and by virtue of the CONTRACT Documents, shall be brought to the attention of COUNTY at the earliest possible time in order that such matters may be settled, or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive. Notice of Potential Claims: CONTRACTOR shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for(1) any act or failure to act by the Administrative Officer or COUNTY, or(2) the happening of any event or occurrence, unless CONTRACTOR has given COUNTY a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by COUNTY. The written Notice of Potential Claim shall set forth the reasons for which CONTRACTOR believes 11 additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. CONTRACTOR shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. Detailed Claim: CONTRACTOR shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by COUNTY, CONTRACTOR has given COUNTY a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. Arbitration: Other than claims for injunctive relief brought by a party hereto (which may be brought either in court or pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the parties under, arising out of, or related to this CONTRACT or otherwise, including issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by this CONTRACT. There shall be one arbitrator selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief(including specific performance), or any other remedy available from a judge, including expenses, costs and attorney fees to the prevailing party and pre-award interest, but shall not have the power to award punitive damages. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of either party made not later than forty-five (45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this CONTRACT, the venue of such action of litigation shall be in the courts of the State of Washington in and for the County of Mason. Unless otherwise specified herein, this CONTRACT shall be governed by the laws of Mason County and the State of Washington. Severability: If any term or condition of this CONTRACT or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this CONTRACT are declared severable. Waiver: Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this CONTRACT shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. The failure of COUNTY to insist upon strict performance of any of the covenants of this CONTRACT, or to 12 exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or contracts, but the same shall be and remain in full force and effect. Order of Precedence: A. Applicable federal, state and county statutes, regulations, policies, procedures, federal Office of Management and Budget (OMB) circulars and federal and state executive orders. B. Funding source agreement(s) including attachments C. Special Conditions D. General Conditions Entire Contract: This written CONTRACT, comprised of the writings signed or otherwise identified and attached hereto, including the bids and supersedes any prior oral statements, discussions or understandings between the parties. Exhibits: Exhibit A Scope-of-Work and Deliverables Exhibit B Insurance Requirements Exhibit C Compensation Exhibit D Work Estimate 13 EXHIBIT A SCOPE OF WORK and Deliverables 1. CONTRACTOR is responsible for all subcontracted work and serves as the project manager to ensure work is according to scope and is completed on-time. 2. Installation of a building sprinkler fire suppression system that meets all requirements of the City of Shelton and the Fire Marshal as outlined in the bid dated March 31, 2020, with the purpose of expanding shelter capacity by 15 —20 beds and become eligible for year-round operations. 3. CONTRACTOR agrees to apply for year-round occupancy permits through the City of Shelton. Expenses incurred for this permit process that are prior to September 30, 2020 and do not exceed the contract maximum are allowable. 4. All work in accordance with the bid dated March 31, 2020 and found in Exhibit D: Work Estimate. 5. CONTRACTOR to notify COUNTY in writing of any work that is to be completed that is excluded in the quote and estimated cost except for Washington State Sales Tax. 6. DELIVERABLES: All invoices and documentation must be submitted within thirty(30) days of the contract expiration date of September 30, 2020 to close out this contract. a. Provide a certificate of Insurance within thirty (30) days of when contract is signed that meets the requirements in Exhibit B: Insurance Requirements. b. Invoices of allowable expenses that includes this contract number, date of work, details of materials and labor connected to the sprinkler system installation as noted above that incur during the performance period of this contact; and c. Final inspection demonstrating project completion meeting the requirements of the Fire Marshal and City of Shelton. 14 EXHIBIT B INSURANCE REQUIREMENTS Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: On a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. 4. Builder's Risk (Course of Construction) insurance utilizing an "All Risk" (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. 5. Contractors' Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards)with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. a. If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the COUNTY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the COUNTY. 6. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be "pay on behalf", with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to COUNTY for injury to employees of CONTRACTOR r, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of COUNTY following receipt of proof of insurance as required herein. MINIMUM SCOPE AND LIMIT OF INSURANCE Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. The COUNTY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10, CG 11 85 15 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). 2. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the COUNTY. 3. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of any insurance proceeds, and to require all indemnifying parties to do likewise. 4. All insurance coverage maintained or procured by CONTRACTOR or required of others by CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to COUNTY or must specifically allow the named insured to waive subrogation prior to a loss. 5. All coverage types and limits required are subject to approval, modification and additional requirements by COUNTY. CONTRACTOR shall not make any reductions in scope or limits of coverage that may affect COUNTY's protection without COUNTY's prior written consent. 6. CONTRACTOR agrees not to self-insure or to use any self-insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its obligations to COUNTY. If CONTRACTOR's existing coverage includes a self- insured retention, the self-insured retention must be declared to the COUNTY. The COUNTY may review options with CONTRACTOR, which may include reduction or elimination of the self- insured retention, substitution of other coverage, or other solutions. 7. CONTRACTOR will renew the required coverage annually as long as COUNTY, or its employees or agents face an exposure from operations of any type pursuant to this CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated for any reason. Termination of this obligation is not effective until COUNTY executes a written statement to that effect. 8. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by CONTRACTOR, indemnifying party and/or any subcontractor, is intended to apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to COUNTY. Builder's Risk (Course of Construction) Insurance Contractor may submit evidence of Builder's Risk insurance in the form of Course of Construction coverage. Such coverage shall name the COUNTY as a loss payee as their interest may appear. If the project does not involve new or major reconstruction, at the option of the COUNTY, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the COUNTY's site. 16 EXHIBIT C COMPENSATION 1. Community Lifeline will approve subcontractor invoices and submit to Mason County Public Health attention Casey Bingham, Finance Manager (caseyb@co.mason.wa.us) for payment. All payments follow the vendor payment cycle of Mason County Auditor's Office. 2. CONTRACTOR must include/reference the Contract Number on all documents submitted pertaining to this CONTRACT. 3. The maximum contract award of$200,000 includes the $150,000 bid estimate and an additional $50,000 for the items, if required, that were excluded from the bid. 4. Invoicing: a. Copy of accepted bid, work estimate, or signed agreement must be included with the signed MASON COUNTY contract b. Invoices of allowable expenses that includes this contract number, date of work, and details work as referenced in the bid (design, labor, materials, permits, etc.) c. Final fiscal close out report demonstrating project completed d. All invoices must be submitted within thirty (30) days of the contract expiration date of September 30, 2020. 5. Budget Revisions: a. CONTRACTOR must submit a written request to the COUNTY for any budget modifications prior to using program funds for expenses outside of the approved budget. b. Modification request must include a justification and be submitted with a revised budget that reflects the funds use adjustment. c. COUNTY will notify CONTRACTOR of modification decision in writing. d. The revised budget as submitted and approved by COUNTY will be appended to this CONTRACT without the need for a formal CONTRACT amendment. 6. Procurement: CONTRACTOR is required to procure goods and services in alignment with Washington State procurement standards. 17 EXHIBIT D PROPOSED WORK ESTIMATE VKIN6- hre Nrorettrua ContrrOmi l+nir 19J0 Viking Automatic Sprinkler Company Longview. (360)425.7620 34%4 First Aenue South 602 California Way 98632 Seattle,Washington 98134-1894 Telephone:t2061 621-1656•Fax t2061 622.9319 waikington Contlaelce%a:.egnrrmon IVIKINASUJNr Al..ke M'thang: Loritrac&?s t&A 19T8 March 31,2020 Community Lifeline Attn:Gary Weza gweza(daoi.com Ref:Community Lifeline,218 n 3'1 Street,Shelton WA Dear Community Lifeline, Viking Automatic Spnnkler Company is pleased to offer our budgetary proposal of S150,000.00(one hundred fifty thousand dollars),plus tax for the above referenced project as follows. This includes all labor, material and design for a complete dry type system and new water supply meeting NFPA-13 and City of Shelton requirements. Proposal is based on bid drawings dated 12/26/17.You will only be invoiced for the cost of the work. Proposal is based on the following breakdown; Dry Pipe Fire Sprinkler System Budget S74.500.00(seventy-four thousand five hundred dollars)for one dry pipe sprinkler system throughout the building. Budget S65.000.00(sixty-five thousand dollars)to txing a new 6-inch water line into the building. Based on a connection on Franklin Street,down 3r-Street to the alley on the back side of the building. Distance is approximately 200ft. Budget S7,000.00(seven thousand dollars)for an electronic monitoring system for the fire sprinkler system that will connect to the existing fire alarm system. Budget S3,500.00(three thousand five hundred dollars)for City of Shelton permit and plan review fees The system is to be supplied by City water at a minimum supply of 60 PSI Static,45 PSI Residual when flowing 1,020 GPM.Vikings install the sprinkler riser in the storage room on the first level. This bid Includes 1. The system will be designed and installed to NPFA 13 standards for a light hazard occupancy with 100%sprinkler protection as required for a building r;ith multiple occupancy groups. 2. The system will be dry pipe type and all areas of the building(including unheated attics). 3. Outside covered areas extending more than four feet from the building and overhangs over egress ways will be protected. 4. A fire department connection vill be located on an exterior wall of the building facing the fire department access lane. 5. Double check backflow preventor with by-pass meter with field certification will be provided and located inside the Riser Room.No City water meter is included. 6. The sprinkler system'will be electronically monitored 24 hours a day seven days a week. Monthly monitoring fees are not included. 18 Community Lifeline Shelton,WA Page 2 This bid includes the following(continued): 7. All materials will be UL listed for fire sprinkler system use. 8. Shop drawings, calculations and material specifications will be submitted to the City of Shelton for review and acceptance of the design basis. 9. The sprinkler system piping will be hydrostatically tested at 200 PSI for two hours with the tests witnessed by the City. 10.A final acceptance test of the sprinkler system and alarms will be performed for the City at the completion of the installation,prior to occupancy. 11.System instruction and training for the Owners representative will be provided at the completion of our work. 12.Piping will be installed exposed and will be unpainted. Outlets will be installed for future sprinklers drops for a new ceiling in the high area. 13.Spnnklers and canopies will be semi-recessed with a chrome finish. 14.Sprinkler piping passing through fire rated walls will be fire caulked. 15.Roller staging for the high area. 16.Wiring the air compressor. 17.Permit fees. The following items, if required, are excluded from our quote: 1. Overtime or off hours work. 2. Painting of pipe. 3. Washington State Sales Tax. 4. Cutting and patching. 5. Insulation as required. 6. Soffits to conceal pipe. 7. Working over occupants. We will need to coordinated work areas so that we do not put occupants at risk while we are hanging pipe. 8. Moving personal belongings to allow us access to do our work. 9. Excessive water when dewatenng the underground piping ditch. 10.Capturing ditch water and disposal. We propose to let the ditch water run down the storm drain.We do not have holding tanks and a filtration system included. 11.City water service fee for a new hookup. 12.Civil drawing of the underground water line. We propose to detail the new line on our sprinkler drawing. 13.Backflo.v device or meter in a vault outside. Project Time Frame(after we have an executed contract) Design—Allow three weeks to develop design drawings that will be submitted for Permit. Pemit Process—We don't have control over this part, but we usually allow 2-4 weeks. Sprinkler System Installation-Allow four weeks. Underground Fire Main Installation—Allow two weeks(goal is to have the underground and sprinkler system installations happening at the same time). Electronic Monitoring Work—Allow one week We appreciate the opportunity to quote this project. Please call with any questions. Thank You, Viking Automatic Sprinkler Company Rob Hash Seattle • Pordarxl • Medford