HomeMy WebLinkAboutOlbrechts & Associates - Contract CONTRACT FOR SERVICES
Mason County and Olbrechts & Associates , PLLC
This Agreement is entered into by and between Mason County, Washington (" County") , and
Olbrechts & Associates , PLLC , a company organized under the state of Washington, (the
"Contractor") , whose principal office is located at 720 N . 10th St . , A #297 , Renton, WA 98057
and collectively referred to as "Parties . "
WHEREAS , County needs to have certain services performed for its citizens but does not have the
resources to perform such services ;
WHEREAS , County wants to have the Contractor perform such services under certain terms and
conditions ; and
NOW, THEREFORE, IN CONSIDERATION OF the mutual benefits and conditions set forth
below, and incorporating the language above, the Parties hereto agree as follows :
1 . Scope and Schedule of Services to be Performed by Contractor . The Contractor shall
perform those services described on Exhibit A attached hereto and incorporated herein by this
reference as if fully set forth . In performing such services , the Contractor shall at all times comply
with all federal or state statutes , and all federal, state, and local rules and ordinances applicable to
the performance of such services and the handling of any funds used in connection therewith . The
Contractor shall request and obtain County ' s prior written approval before the initiation of any
specific task not included in the Scope of Services . If the scope or schedule is to be modified in
any way, County ' s prior written approval is also required .
2 . Compensation and Method of Payment . County shall make payments to the Contractor
based on monthly billings .
3 . Duration of Agreement . This Agreement shall operate year to year until terminated by
either party as outlined in this Agreement.
4 . Ownership and Use of Documents . All calculations, computer files , documents , drawings,
maps, models, photographs , specifications, and other materials produced by the Contractor in
connection with the services rendered under this Agreement, upon County ' s request, shall become
County ' s property whether the project for which they are made is executed or not.
5 . Independent Contractor, The Contractor is and shall be at all times during the term of this
Agreement an independent contractor, and not a County employee . Any and all employees of the
Contractor or other persons while engaged in the performance of any work or services required of
the Contractor under this Agreement shall be considered to be the Contractor ' s employees only
and not County employees . As a result, the Contractor and those working for or on the Contractor ' s
behalf shall not be entitled to any benefits , healthcare, salary, or anything else from County . .
The Contractor acknowledges that it is responsible for the payment of all charges and taxes
applicable to the services performed under this Agreement, and the Contractor agrees to comply
directors , officers, officials (appointed and elected) , and volunteers , the Contractor' s and County ' s
liability, including the duty and cost to defend, hereunder shall be only to the extent of the
Contractor' s and County' s negligence . It is further specifically and expressly understood that the
indemnification provided herein constitutes the Contractor' s waiver of immunity under Industrial
Insurance, Title 51 RCW, solely for this indemnification . The Parties have mutually negotiated
this waiver. The provisions of this section shall survive the expiration or termination of this
Agreement.
7 . Insurance .
A . Insurance Term .
The Contractor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or
in connection with the performance of the work hereunder by the Contractor, its agents,
contractors (of any tier) , employees, or representatives .
B . No Limitation .
The Contractor' s maintenance of insurance as required by the agreement shall not be
construed to limit the liability of the Contractor to the coverage provided by such
insurance, or otherwise limit County ' s recourse to any remedy available at law or in
equity .
C . Insurance Requirements .
General Liability Insurance, using a standard ISO CG 00 01 occurrence form,
including premises , operations, products and completed operations , contractual
liability with limits not less than $ 1 , 000 , 000 . per occurrence, $2, 000 , 000 General
Aggregate .
The Commercial General Liability Coverage shall include the following endorsements :
The County, its Board, officers , agents , and employees shall be included as Additional
Insureds either by specific endorsement naming these parties or a blanket additional
insured endorsement applicable "when required by written contract or agreement. "
Primary, Non- contributory endorsement, both in favor of the County, its Board,
officers, agents and employees or a blanket waiver of subrogation endorsement
applicable "when required by written contract or agreement" .
The Commercial General Liability Coverage shall not include the following
endorsements .
i Amendment of Contractual Liability
ii Cross Suits Liability Exclusion
Automobile liability insurance. Contractor shall maintain automobile insurance at
least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of the Contractor arising out of or in connection with
or Umbrella liability maintained by the Contractor, irrespective of whether such limits
maintained by the Contractor are greater than those required by this contract or whether
any certificate of insurance furnished to County evidences limits of liability lower than
those maintained by the Contractor.
8 . Record Keeping and Reporting .
A. The Contractor shall maintain accounts and records, including personnel, property,
financial and programmatic records which sufficiently and properly reflect all direct
and indirect costs of any nature expended and services performed in the performance
of this Agreement and other such records as may be deemed necessary by County to
ensure the performance of this Agreement.
B . These records shall be maintained for at least seven (7) years after termination of this
Agreement unless permission to destroy them is granted by the office of the archivist
under RCW Chapter 40 . 14 and by County .
9 . Audits and Inspections . The records and documents for all matters covered by this
Agreement shall be subject at all times to inspection, review, or audit by law during the
performance of this Agreement . The Contractor shall permit County, and state and federal
agencies , from time to time as County deems necessary or as required by state, local, or federal
law or regulation, to inspect and audit, at any and all reasonable times, all of the Contractor ' s
pertinent books and records and any other person or entity that has performed work in connection
with or related to the Contractor' s services under this Agreement to verify the accuracy of
accounting records, and shall supply County with, or shall permit County to make a copy of any
books and records and any portion thereof pertaining to work under this Agreement, upon County ' s
request. The Contractor shall ensure that such inspection, audit, and copying right of County is a
condition of any contract, agreement, or other arrangements under which any other person or entity
is permitted to perform work in connection with or related to the Contractor' s services under this
Agreement.
10 . Termination . Either party may terminate this Agreement at any time by giving the other
party thirty (30) calendar days written notice of that party ' s intention to terminate the Agreement.
Failure to provide products on schedule may result in contract termination .
11 . Discrimination Prohibited. The Contractor shall not discriminate against any employee, an
applicant for employment, or any person seeking the services of the Contractor to be provided
under this Agreement based on age, color, creed, gender, gender expression, gender identity,
gender preference, marital status , military or veteran status , national origin, families with children,
race, religious beliefs , sexual orientation, sexual preference, or the presence of any sensory,
mental, or physical disability or the use of a trained dog guide or service animal by a disabled
person unless it is a bona fide occupational qualification reasonably necessary to the normal
operation of the particular business .
12 . Conflict of Interest.
changes that the Parties mutually agree upon shall be incorporated by written amendments to this
Agreement.
15. Notices. Administrative notices to the County shall be sent to:
Kell Rowen, Community Development Director
615 W Alder St.
Shelton, WA 98584
Email: Kell Rowen<KRowen@masoncountywa.gov>
Legal notices shall be sent to the County City Clerk at the above address.
Notices to the Contractor shall be sent to the following address:
Phil Olbrechts,Esq.
Olbrechts &Associates,PLLC
720 N. loth St.,A#297
Renton,WA 98057
Telephone number: (206) 650-7268
Email: olbrechtslaw@gmail.com
16. State of Washington Requirements. The Contractor agrees to register and obtain any State
of Washington business licenses, Department of Revenue account, and/or unified business
identifier number as required by RCW 50.04.140 (Employment—Exception tests) and 51.08.195
("Employer" and "worker"—Additional exception) before performing any work under this
Agreement.
17. Applicable Law, Venue, Attorneys' Fees. This Agreement shall be governed by and
construed under the laws of the State of Washington. In the event any suit, arbitration, or other
proceeding is instituted to enforce any term of this Agreement,the Parties specifically understand
and agree that venue shall be exclusively in Mason County, Washington. The prevailing party in
any such action shall be entitled to its attorneys' fees, court costs, and expenses.
MASON COUNTY, WASHINGTON OLBRECHTS & ASSOCIATES,PLLC
Byj� By: lwd ral c�
Title: Char Title: Managing Member
Date: \Ovywa Iti 2023 Date: February 3, 2023