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HomeMy WebLinkAboutMendoza's Texas Style Food - Contract i MASON COUNTY and MENDOZA's TEXAS STYLE FOOD PROFESSIONAL SERVICES CONTRACT This CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and MENDOZA'S TEXAS STYLE FOOD,referred to as"CONTRACTOR",and collectively ` referred to as "PARTIES". Recitals WHEREAS, COUNTY desires to retain a person or firm to provide the following service: food and beverage concessions at the Mason County Recreation Area (MCRA); and i WHEREAS, CONTRACTOR warrants that it is qualified and competent to render the aforesaid services. NOW, THEREFORE,for and in consideration of the CONTRACT made,the parties agree to the following: Special Conditions Concession Site: j CONTRACTOR will provide a self-contained concession stand or food truck to be located at MCRA in the space designated by Mason County Parks and Trails Manager. CONTRACTOR will not make any alterations,additions,or improvements to the site without prior approval from the Parks and Trails Manager or designee. Concessions by Contract: Through this CONTRACT, COUNTY grants concessions by contract, not lease. CONTRACTOR understands that concession contracts only confer permission to occupy and use the premises for concession Purposes. i Compliance: I. CONTRACTOR shall comply with and perform the services in accordance with all applicable Federal, State, and County laws including, without limitation, all codes, ordinances, standards, and policies, as now existing or hereafter adopted or amended, including but not limited to the following: Federal,State, and local health, safety, and licensing laws relating to the sale of concession goods; County codes. 2. CONTRACTOR is solely responsible for collecting and remitting sales tax and all other applicable governmental charges as required by the Washington State Department of Revenue (DOR) or other State or County agencies. 3. CONTRACTOR is solely responsible for remitting Leasehold Excise Tax payments, currently at 12.84%, to the County. The COUNTY is responsible for remitting these Leasehold Excise Tax payments to the DOR, as required by RCW 82.29A, 4. CONTRACTOR may not sell, transfer, or give the concession rights to anyone else without prior written approval from COUNTY, 5. CONTRACTOR agrees to allow and cooperate with any inspections by COUNTY prior to, during the season, at the conclusion of seasonal operations, and other times as requested. 6. Concessions area is for concessions sales only and is not to be used for storage of items other than what is necessary for concession operations. 7. CONTRACTOR will comply with all Mason County Department of Public Health requirements for food and beverage concession services and food handling. Service Provision: I CONTRACTOR will provide services at regularly scheduled games,tournaments special events,and daily p g Y g P Y activities as mutually agreed with COUNTY. This CONTRACT does not grant exclusive rights to distribute services or products at the parks. As determined by COUNTY additional vendors may be contracted to provide food, beverage, and other services during tournaments and/or special events as required to meet the needs of participants COUNTY may elect to give CONTRACTOR the right of first refusal to provide the additional services. Compensation: CONTRACTOR will remit 10% of the gross income from the sale of concessions at MCRA to COUNTY on a quarterly basis with first payment due June 1, 2023, I Customer Service: CONTRACTOR will ensure that its employees, volunteers, agents, or representatives provide quality customer service and treat all customers with courtesy and respect. Employee Appearance: CONTRACTOR will ensure that employees are appropriately dressed and appear neat and sanitary. Staffing: CONTRACTOR will ensure that the concession services is adequately staffed preventing undue delays to the public in the form of long and/or slow moving service lines. Mena and Pricing: COUNTY reserves the right to request menu and/ or pricing changes including but not limited to: adding items, limiting items, and removing items. Removal of Equipment: CONTRACTOR will remove its concession stand or food truck at the end of the recreational season or upon notification from COUNTY due to contract termination. Maintenance: CONTRACTOR at its sole cost and expense shall maintain the concession stand/food truck,equipment and concession site including maintaining a clean and sanitary appearance. Signs: CONTRACTOR will not place signs other than on the concession stand or food truck without the prior approval of the Parks and Trails Manager or designee. General Conditions Term: The performance period for this CONTRACT will start upon execution through the end of the recreational season not anticipated to extend beyond September of 2023. COUNTY reserves the option, at COUNTY's sole discretion, to extend this contract for up to three(3)additional 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. 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 2 j from the CONTRACTOR's performance of this CONTRACT. The CONTRACTOR hereby agrees to I Y g indemnify COUNTY against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this CONTRACT. 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 Howl 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. Assignment and Subcontracting: No portion of this CONTRACT may be assigned or subcontracted to any other individual or entity without the express and prior written approval of COUNTY. i Non-Discrimination in Employment: COUNTY' s policy is to provide equal opportunity in all terms, conditions, and privileges of employment for all qualified applicants and employees without regard to race,color,creed,religion,national origin,sex, sexual orientation, age, marital status, disability, or veteran status. CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which CONTRACTOR is governed by such laws CONTRACTOR shall take affirmative action to insure that applicants are employed, and treated during employment, without regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation,disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship, and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, CONTRACTOR shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. The foregoing provisions shall also be binding upon any subcontractor, provided that the foregoing provision shall not apply to contracts or subcontractors 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. 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, onsite inspection by COUNTY agents or employees, inspection of all records or other materials which COUNTY deems pertinent to the CONTRACT and its performance, 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 3 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 A Insurance Requirements". Proof of Insurance: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within five(5)days of CONTRACT execution. 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 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: I. 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 a) 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 b) are directly or indirectly arising out of, resulting from, or in connection with performance of this CONTRACT; or c) 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. 2. 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. 4 3. Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR's indemnity obligations shall survive the completion, expiration or termination of this CONTRACT. 4. Indemnity by Subcontractors. In the event the CONTRACTOR enters 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. Administration of Contract: COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County's Parks and Trails Manager 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: John Taylor Parks and Trails Manager 2100 E Johns Prairie Road Shelton, WA 98584 (360) 427-9670 ext. 806 itaylor(cr) masoncou tit ywa.gov CONTRACTOR's Primary Contact's Information: Raul Mendoza Mendoza's Texas Style Food 80 E Clonakilty Drive Shelton, WA 98584 (360) 401-0088 elraul44 ii)msn.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 under this CONTRACT. Notices and other communication may be conducted via e- mail, U S. mail, fax, hand- delivery or other generally accepted manner including delivery services. Modifications: Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. Termination for Default: If CONTRACTOR defaults by failing to perform any of the obligations of the CONTRACT or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, COUNTY may, by depositing written notice to CONTRACTOR in the U. S. mail, terminate the CONTRACT, and at COUNTY's option, obtain performance of the work elsewhere. 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. I 5 i 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, Termination of this CONTRACT by COUNTY at any time during the term, whether for default or convenience, shall not constitute breach of CONTRACTbyCOUNTY. Disputes: Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the CONTRACT shall be brought to the attention of COUNTY at the earliest possible time in order that such matters may be settled, or other appropriate action promptly taken. 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 CONTRACT are not subject to arbitration. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this CONTRACT, the venue of such action of litigation shall be in the comas of the State of Washington and Mason County. Unless otherwise specified herein, this CONTRACT shall be governed by the laws of the State of Washington. Severability: if any term or condition of this CONTRACT or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this CONTRACT are declared severable. Waiver: Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this CONTRACT shall be held to be waived, modified, or deleted except by an instrument, in writing, signed by the parties hereto. The failure of COUNTY to insist 6 ; 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, Exhibit A Insurance Requirements C. Special Conditions D. General Conditions Entire Contract: This written CONTRACT, comprised of the writings signed or otherwise identified and attached hereto, represents the entire CONTRACT between the parties and supersedes any prior oral statements, discussions, or understandings between the parties. IN WITNESS WHEROF, COUNTY and CONTRACTOR have executed this CONTRACT at Shelton,Washington on this 10l day of_ Q 1D13 . MENDOZA'S TEXAS STYLE FOOD BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON :9 i /�'Raul Mendoza Mark Neary, County Administrator APPROVED AS TO FORM: 41, Tun Whi`{ehe�I;@htef A i 7 Exhibit A Insurance Requirements A. MINIMUM Insurance Requirements: 1. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than $ 1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 2. Workers' Compensation on a State-approved policy form providing statutory benefits as required by law with employer's liability limits for CONTRACTOR's, with two (2) or more employees and/or volunteers, no less than $ 1,000,000 per accident for all covered losses. 3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned,non-owned and hired autos, or the exact equivalent. Limits shall be no less than $ 1, 000,000 per accident, combined single limit. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If CONTRACTOR or CONTRACTOR's employees will use personal autos in any way on this project,CONTRACTOR shall obtain evidence of personal auto liability coverage for each such person. 4. Excess or Umbrella Liability Insurance(Over Primary)if used to meet limit requirements,shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be "pay on behalf, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to COUNTY for injury to employees of CONTRACTOR, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of COUNTY following receipt of proof of insurance as required herein. B. Certificate of Insurance: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within five(5)days of CONTRACT execution. C. Basic Stipulations: 1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. CONTRACTOR also agrees to require all subcontractors, and anyone else involved in this CONTRACT on behalf of the CONTRACTOR hereinafter "indemnifying parties") to comply with these provisions. 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 upon request by COUNTY to provide complete,certified copies of any policies required within ten (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 I b actual or alleged failure on the part of COUNTY or any other additional insured under these requirements to obtain proof of insurance required under this CONTRACT in no way waives any right or remedy of COUNTY or any additional insured, in this or in any other regard. 6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by CONTRACTOR or indemnifying party, is intended to apply fist 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 i 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 CONTRACT are intended to apply to the full extent of the policies. Nothing contained in this CONTRACT limits the application of such insurance coverage. 14. CONTRACTOR agrees to provide prompt notice to COUNTY of any notice of cancellation of any required policy or of any material alteration or non -renewal of any such policy, other than for non- payment of premium. CONTRACTOR shall assure that this provision also applies to any of its employees, agents or subcontractors engaged by or on behalf of CONTRACTOR in relation to this CONTRACT. 15. COUNTY reserves the right at any time during the term of the CONTRACT to change the amounts and types of insurance required by giving the CONTRACTOR ninety(90) days advance written notice Of such change. If such change results in substantial additional cost to the CONTRACTOR, the COUNTY and CONTRACTOR may renegotiate CONTRACTOR's compensation. 16. Requirements of specific coverage features are not intended as limitation on other requirements or as waiver ofany coverage normally provided by any given policy. Specific reference to a coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all-inclusive. 17, CONTRACTOR agrees to provide immediate notice to COUNTY of any claim or loss against CONTRACTOR arising out of the work performed under this CONTRACT. COUNTY assumes no obligation or liability by such notice, but has the right(but not the duty)to monitor the handling of any such claim or claims if they are likely to involve COUNTY. 9