HomeMy WebLinkAboutMason Matters YY�C Core a ck � 23- 0 51
MASON COUNTY
PROFESSIONAL SERVICES CONTRACT
CONTRACT ID 2023 MM
This CONTRACT is made and entered into by and between Mason County, hereinafter referred
to as"COUNTY' and Mason Matters, hereinafter referred to as"CONTRACTOR."
Contracted Emit Mason.Matters
/Address PO B'ox 1,150
Cit: , State, Zi ode:;; Shelton', WA 98584
Phone- 360722T,21'07
Prima-ry.Gontact Name; Lydia.Buchheit, Mason'Matters Board Sec retary[Treasurer
-Title
Prima ry Contact E mail ° masonmattersl@ Djq:H.com
V1lashin ton State UBI# 601`-.999453. .
Federal EIN- 9T-2078385
DUNS Numb
146380899
Total Award%Contract.. $25,016
Values
,,,Funding Source'_ ;State Public Health Assistance Fund Federal None
Contract Tenn Duration July 1, 2023 , J,une 3Q, 2024
Count `C:ontract Contact: . Dave Windom,.Qirector�of Public and-Human Services
Count :Contact Email . dwindorn masoncourt .a.. ov,
Count Contact:Phone 360-427-9670.ext: 26.0 '_-
Exl ibit -incorporated into, Exhibit A:-Scope of Work B Comperisation-C: Insurance
this Persgnal'Service- ' Re'uiri rfmants
Gontract;b irefetence_�
General Conditions
Scope of Services:
CONTRACTOR agrees to provide 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 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.
Compensation:
CONTRACT total values are not to exceed $25,000 per year.
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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 B Compensation 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 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.
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 CONTRACTOR or any employee of CONTRACTOR or any sub-contractor or any employee
of any sub-contractor by COUNTY at the present time or in the future.
Accounting and Payment for CONTRACTOR Services:
Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set
forth in "Exhibit B Compensation." Where Exhibit "B" requires payments by the COUNTY,
payment shall be based upon written claims supported, unless otherwise provided in Exhibit "B,"
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by documentation of units of work actually 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, so as to comply with municipal auditing
requirements. Acceptable invoices will.be processed within 30 days of receipt.
Unless specifically stated in Exhibit"B" 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, pursuant to the fee schedule set forth in Exhibit "B."
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. An 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.
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:
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.
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Conflict of Interest:
If at any time prior to commencement of, or during the term of this CONTRACT, CONTRACTOR
or any of its employees involved in the performance of this CONTRACT shall have or develop
an interest in the.subject matter of this CONTRACT that is potentially in conflict with the
COUNTY's interest, then CONTRACTOR shall immediately notify COUNTY of the same. The
notification of COUNTY shall be made with sufficient specificity to enable COUNTY to make an
informed judgment as to whether or not COUNTY's interest may be compromised in any
manner by the existence of the conflict, actual or potential. Thereafter, COUNTY may require
CONTRACTOR to take reasonable steps to remove the conflict of interest. COUNTY may also
terminate this CONTRACT according to the provisions herein for termination.
Non-Discrimination in Employment:
COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of
employment for all qualified applicants and employees without regard to race, color, creed,
religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status.
CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or
applicant for employment on the grounds of race, color, creed, religion, national origin, sex,
sexual orientation, age, marital status, disability, or veteran status, except where such
constitutes a bona fide occupational qualification.
Furthermore, in those cases in which CONTRACTOR is governed by such laws,
CONTRACTOR shall take affirmative action to insure that applicants are employed, and treated
during employment, without regard to their race, color, creed, religion, national origin, sex, age,
marital status, sexual orientation, disability, or veteran status, except where such constitutes a
bona fide occupational qualification. Such action shall include, but not be limited to: advertising,
hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits,
selection for training including apprenticeship, and participation in recreational and educational
activities. In all solicitations or advertisements for employees placed by them or on their behalf,
CONTRACTOR shall state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex or national origin.
The foregoing provisions shall also be binding upon any sub-contractor, provided that the
foregoing provision shall not apply to contracts or sub-contractors for standard commercial
supplies or raw materials, or to sole proprietorships with no employees.
Non-Discrimination in Client Services:
CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national
origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an
individual or business any service or benefits under this CONTRACT; or subject an individual or
business to segregation or separate treatment in any mariner 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.
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Work Product:
CONTRACTOR will provide COUNTY with all work product including; plans, data reports-, prior
to the release of the final payment for services.
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 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 C 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
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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.
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.
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Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the
extent allowed under this CONTRACT, CONTRACT.OR'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 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:
Dave Windom, Director
Mason County Community Services
415 N. 6th Street
.Phone: 360-427-9670 Ext. 260
Fax: 360-427-7787
E-mail: dwindomCa)-masoncountywa.gov
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(a)-masoncountywa.gov
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
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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:
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
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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.
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 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
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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. Exhibit C Insurance Requirements
D. Special Conditions
E: General Condition
F. Exhibits A and B
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 WHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as
of the date and year last written below.
MASON MATTERS BOARD OF COUNTY COMMISSIONERS
MASON COUNTY,WASHINGTON
Mason Ma ters Board Mem er Sharon Trask, Commissioner Chair
Dated: / Dated: 5 2D23
APPROVED AS TO FORM:
Tim Whitehead, Chief DPA
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EXHIBIT A
SCOPE OF SERVICES
I. Monitoring the health status of the community through:
A. Reviewing Community Health Assessments
B. Collaborating on health priorities and Comm unity-Health Improvement Plan (CHIP)
C. Reviewing Community Health Coalition and community agency project proposals
and progress that target CHIP priorities
D. Fund community proposals and projects that meet CHIP criteria
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EXHIBIT B
COMPENSATION & REPORTING
A. Compensation:
CONTRACTOR will be paid the contract amount in January each year.
B. Requests for Payment:
1. At a minimum the invoice is to include: performance period; date of submission;
CONTRACTOR's name, remittance address and phone number; invoice total; and any
additional applicable information.
2. Submit via e-mail or hard copy as preferred to:
Casey Bingham, Finance Manager
caseyb(a-)-masoncountywa.gov
3. Payment will be made to CONTRACTOR within thirty (30) days of the receipt of a complete
and accurate invoice.
4. A semi-annual report will be due on the 15th of June and January annually reporting on fund
expenditures and community health improvement project progress. Reports will be sent
electronically to:
David Windom, Community Services Director
dwindom(c-)-masoncountywa.gov
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EXHIBIT C
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 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 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 shallnot 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
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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.
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
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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 insubstantial 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.
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