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HomeMy WebLinkAboutKanway Abatement & Demolition 1 Construction Agreement – Mason County Courthouse THIS AGREEMENT, made and entered into this day of ,2023, between Mason County, hereinafter called the COUNTY, and Kanway Abatement & Demolition, LLC., hereinafter called the CONTRACTOR, for the following project: MASON COUNTY ABATEMENT AND REMEDIATION PROJECT 2023 Contract No. 23-066 The Mason County Courthouse is listed in the National Register of Historic Places and all work must comply with the Secretary of the Interior’s Standards for the Rehabilitation of Historic Properties. COUNTY and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1 - Work 1.1 CONTRACTOR shall complete all work and furnish all materials and equipment as specified or indicated in the Contract Documents for: MASON COUNTY ABATEMENT AND REMEDIATION PROJECT 2023 Contract No. 23-066 1.2 The CONTRACTOR shall provide and bear the expense of all equipment, work and labor, of any sort whatsoever that may be required for the transfer of materials, for constructing, cleaning up and completing the work provided for in the Contract Documents except those items mentioned therein to be furnished by the COUNTY. Article 2 - Contract Time 2.1 The date of commencement of the work shall be September 25, 2023, unless otherwise agreed upon by both parties in writing. Work of the Contract shall be physically completed and ready for final payment no later than November 30, 2023. 2.2 COUNTY and CONTRACTOR recognize that time is of the essence of this contract and that COUNTY will suffer financial loss if the Work is not completed within the times specified in Paragraph 2.1 of this agreement, plus any extensions thereof allowed in accordance with Articles 10 and 11 or as otherwise negotiated by the CONTRACTOR and COUNTY. Article 3 – Contract Price 3.1 COUNTY shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents and estimated Contract Price as provided in CONTRACTOR’s Proposal, total sum of $268,850.00, not to exceed $300,000. Article 4 – Taxes 4.1 The CONTRACTOR shall pay sales, consumer, L&I, and other similar taxes that are legally enacted when bids are received, or negotiations are concluded, whether or not effective or merely scheduled to go into effect. Article 5 – Permits, Fees, Notices, and Compliance with Laws 5.1 All work to be done in a thorough & workmanlike manner in strict accordance with the 19 September DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 2 Building Codes of the State of Washington & the City or County involved therein. The CONTRACTOR shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to the performance of the work. If the CONTRACTOR performs work knowing it to be contrary to applicable law, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the CONTRACTOR shall assume appropriate responsibility for such work and shall bear the costs attributable to correction. 5.2 COUNTY agrees to sign and record a Notice of Completion, if applicable, within five (5) days after the project is completed and ready for occupancy. If COUNTY fails to record the Notice of Completion, the COUNTY hereby appoints CONTRACTOR as COUNTY’s agent to sign and record a Notice of Completion on COUNTY’s behalf. This agency is irrevocable and is an agency coupled with an interest. CONTRACTOR may bar occupancy of this project by Article 6 – Payment Procedures 6.1 CONTRACTOR shall submit Applications for Payment. Applications for Payment will be processed by COUNTY. 6.2 COUNTY will make monthly progress payments on the basis of CONTRACTOR’s Applications for Payment each month during construction as provided below within 30 days of receipt of invoice by COUNTY. All progress payments will be on the basis of the measured or estimated number of units of Unit Price work completed. COUNTY shall make payments under this Agreement in the form of check, cash or card (3.5% processing fee applies to all card transactions). 6.3 In accordance with RCW 60.28.011 no final payment will be made until such time as all claims have been satisfied. 6.4 Upon final completion and acceptance of the Work in accordance with the Contract Documents, COUNTY shall pay the remainder of the Contract Price within five (5) days after CONTRACTOR’s request for final payment has been submitted to COUNTY and final inspection and approval has been obtained from the applicable building department, or the first date that the space is ready for use or occupancy, or the first date the COUNTY commences to use or occupy the work, whichever or these three (3) events occurs first, provided that there are no related liens registered against the project at that time, and provided that the industrial insurance premiums with the Department of Labor and Industries are current. Article 7 – Contractor’s Representations CONTRACTOR makes the following representations: 7.1 CONTRACTOR is familiar with the nature and extent of the Contract Documents, work site, locality, availability of labor, union or non-union practices, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance or furnishing of the Work. 7.2 CONTRACTOR has studied carefully all reports of explorations and tests of subsurface conditions and drawings of physical conditions which are identified in the Special Provisions of the Contract Documents, and accepts the determination set forth in the Special Provisions of the extent of the technical data contained in such reports and drawings upon which CONTRACTOR is entitled to rely. 7.3 CONTRACTOR has obtained and carefully studied (or assumes responsibility for obtaining DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 3 and carefully studying) all such examinations, investigations, explorations, tests, reports and studies (in addition to or to supplement those referred to in Paragraph 5.2 above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the Work as CONTRACTOR considers necessary for the performance of the Work at the Contract price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents; and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or will be required by CONTRACTOR for such purposes. 7.4 CONTRACTOR has reviewed and checked all information and data shown or contiguous to the site and assumes responsibility for the accurate location of said underground facilities. CONTRACTOR shall perform, at CONTRACTOR’S sole expense, all such additional examinations, investigations, explorations, tests, reports, studies or similar information or data with respect to said underground facilities which are or will be required to perform and furnish the Work at the Contract Unit Prices, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents. 7.5 CONTRACTOR has correlated the results of all such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. 7.6 CONTRACTOR has given COUNTY written notice of all conflicts, errors, or discrepancies that it has discovered in the Contract Documents and the written resolution thereof by COUNTY is acceptable to the CONTRACTOR. 7.7 CONTRACTOR is experienced and qualified to perform the services described herein and is properly staffed and organized and financed to perform such services. CONTRACTOR shall act as an independent contractor and not as an employee or agent of COUNTY in performing its services, maintaining control over its employees, and managing all subcontractors and suppliers. Article 8 – Contract Documents The Contract Documents which comprise the entire agreement between COUNTY and CONTRACTOR concerning the Work consist of the following: 8.1 GENERAL SCOPE OF WORK MASON COUNTY COURTHOUSE. 8.2 O23-0756 Mason County Court House Work Plan 8.3 CONTRACTOR’S Proposal. 8.4 This Contract. 8.5 Project Manual. 8.6 Certificates of Insurance. 8.7 The following which may be delivered or issued after the Effective Date of the Contract and are not attached hereto: • All written Amendments and other documents amending, modifying, or supplementing the Contract Documents. 8.8 There are no Contract Documents other than those listed in this Article 8. The Contract Documents may only be amended, modified, or supplemented as provided in the Special Provisions. Article 9 – Changes in the Work 9.1 By appropriate modifications, changes in the work may be accomplished after execution DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 4 of the Contract. The COUNTY, without invalidating the Contract, may order changes in the work within the general scope of the Contract consisting of additions, deletions, or other revisions, with the Contract Sum and Contract Time being adjusted accordingly. Such changes in the work shall be authorized by a written Change Order signed by the both parties, or by written Construction Change Directive signed by both parties. 9.2 Adjustments in the Contract Sum and Contract Time resulting from a change in the work shall be determined by mutual agreement of the parties, or in the case of a Construction Change Directive signed only by the COUNTY, by the CONTRACTOR’s cost of labor, material, equipment, and reasonable overhead and profit, unless the parties agree in writing on another method for determining the cost or credit. Pending final determination for the total cost of a Construction Change Directive, the CONTRACTOR may request payment for work completed pursuant to the Construction Change Directive. When the COUNTY and CONTRACTOR agree on adjustments to the Contract Sum and Contract Time arising from a Construction Change Directive, the Engineer will prepare a Change Order. 9.3 COUNTY will have authority to order minor changes in the work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents on. Such changes shall be affected by written order and shall be binding on the COUNTY and CONTRACTOR. The CONTRACTOR shall carry out such written orders promptly. If the CONTRACTOR or COUNTY asserts that the change is not “minor,” one or the other may negotiate with all parties. 9.4 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions found to exist before execution of the Contract, the Contract Sum and Contract Time shall be equitably adjusted as mutually agreed upon between the COUNTY and the CONTRACTOR; provided that the CONTRACTOR provides prompt written notice to the COUNTY before conditions are disturbed. Article 10 – Correction of Work 10.1 The CONTRACTOR shall promptly correct work rejected by the County or failing to conform to the requirements of the Contract Documents, whether discovered before or after substantial completion and whether or not fabricated, installed or completed. The costs of correcting such rejected work, including additional testing and inspections, the cost of uncovering and replacement and expenses made necessary thereby shall be at the CONTRACTOR’s expense. 10.2 In addition to the CONTRACTOR’s obligations of warrantee, if, within one year after the date of substantial completion of the work or designated portion thereof or by terms of an applicable special warranty required by the Contract Documents, any of the work is found to be not in accordance with the requirements of the contract documents, the CONTRACTOR shall correct it promptly after receipt of written notice from the COUNTY to do so unless the COUNTY has previously given the CONTRACTOR a written acceptance of such condition. The COUNTY shall give such notice promptly after discovery of the condition. During the one-year period for correction of work, if the COUNTY learns of the defect(s) and fails to notify the CONTRACTOR and give the CONTRACTOR an opportunity to make the correction, the COUNTY waives the right to require correction by the CONTRACTOR and to make a claim for breach of warranty. 10.3 If the CONTRACTOR fails to correct nonconforming work within a reasonable time, the COUNTY may correct it in accordance with the COUNTY’s right to carry out work in the DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 5 following Article. 10.4 The one-year period for correction of work shall be extended with respect to portions of work first performed after substantial completion by the period of time between substantial completion and actual completion of the work. 10.5 The one-year period for correction of work shall not be extended by corrective work performed by the CONTRACTOR pursuant to this Article. Article 11 – County’s right to stop the work or to carry out the work. 11.1 If the CONTRACTOR fails to correct work that is not in accordance with the requirements of the requirements of the Contract Documents, or repeatedly fails to carry out the work in accordance with the Contract Documents, the COUNTY may issue a written order to the CONTRACTOR to stop the work, or any portion thereof, until the cause for such order is eliminated; however, the right of the COUNTY to stop the work shall not give rise to a duty on the part of the COUNTY to exercise this right for the benefit of the CONTRACTOR or for any other person or entity. 11.2 If the CONTRACTOR defaults or neglects to carry out the work in accordance with the Contract Documents, and fails within a 10-day period after receipt of written notice from the COUNTY to commence and continue correction of such default or neglect with diligence and promptness, the COUNTY, without prejudice to any other remedy the COUNTY may have, or may, correct such deficiencies and may deduct the reasonable cost thereof, including the COUNTY’s expenses, from the payment then or thereafter due the CONTRACTOR. Article 12 – Warranty 12.1 The CONTRACTOR warrants to the COUNTY that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The CONTRACTOR further warrants that the work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The CONTRACTOR’s warranty excludes remedy for damage or defect caused by abuse, alterations to the work not executed by the CONTRACTOR, improper or insufficient maintenance, improper operation or normal wear and tear under normal usage. Article 13 – Work site 13.1 The CONTRACTOR shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. 13.2 The CONTRACTOR shall keep the premises and surrounding area free from accumulation of waste materials, or rubbish caused by operations under the Contract. At completion of the work, the Contractor shall remove waste materials, rubbish, the CONTRACTOR’s tools, construction equipment, machinery, and surplus material from and about the project. 13.3 COUNTY grants CONTRACTOR, and its subcontractors the right to enter the premises between 0500 hours and 1700 hours Pacific Standard Time on those days when DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 6 CONTRACTOR or its employees and/or subcontractors are scheduled to work on COUNTY’s property. CONTRACTOR will be provided with a key and access code to ensure access. CONTRACTOR will return key to COUNTY prior to release of final payment. 13.4 The CONTRACTOR shall provide to the COUNTY access to the work in preparation and progress wherever located. 13.5 CONTRACTOR will not be responsible for personal injury or property damage sustained by third parties that enter the job site without direct authorization from CONTRACTOR. COUNTY is responsible for properly informing CONTRACTOR of all property lines, the location of all underground restrictions and underground utilities, easements, or rights of way, neighborhood or community covenants, prior to commencement of the work, including the location of any buried pipes, power lines, septic tanks, sprinkler systems, cable/television lines, utility lines or drain fields. Outside of the Scope of Work, CONTRACTOR has assumed that all soil is clean, unobstructed and of good bearing. The determination of any need for soil analysis, as well as related costs, shall be paid by the COUNTY, or as a separate change order. CONTRACTOR cannot ascertain unobserved or unknown conditions on the COUNTY’s premises, including hazardous waste, materials, structural, electrical plumbing or mechanical systems for purposes of determining whether or not all necessary work has been identified in the contract documents. If extra work is required because of these conditions, the contract price may be adjusted by change order. CONTRACTOR shall have full use of all available utilities for the purpose of completing work. Article 14 - Protection of Persons and Property 14.1 The CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. The CONTRACTOR shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to: 1. Employees on the work site and other person who may be affected thereby; 2. The work and materials and equipment to be incorporated therein, whether in storage on or off site, under the care, custody or control of the CONTRACTOR or the CONTRACTOR’s subcontractors. 3. COUNTY property which may be moved by CONTRACTOR during the course of work. 4. Other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction. 14.2 The CONTRACTOR shall promptly remedy damage and loss to property caused in whole or in part by the Contractor or subcontractors or anyone directly or indirectly employed by any of them. Article 15 – Hazardous Materials 15.1 The CONTRACTOR is responsible for compliance with the requirements of the Contract Documents and all applicable laws, regulations and ordinances regarding hazardous materials. “Hazardous material” includes but is not limited to asbestos, lead, and polychlorinated biphenyl (PCB) and materials such as those described in RCW 70.136.020(1). If the CONTRACTOR encounters a hazardous material or substance not DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 7 addressed in the Contract Documents nor introduced by the CONTRACTOR or subcontractor or their agents, and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a hazardous material encountered on the site by the CONTRACTOR, the CONTRACTOR shall, upon recognizing the condition, immediately stop work in the affected area and report the condition to the COUNTY in writing. When the material or substance has been rendered harmless, work in the affected area shall resume upon written agreement of the COUNTY and CONTRACTOR. By Change Order, the Contract Time shall be extended appropriately, and the Contract Sum shall be increased by the amount of the CONTRACTOR’s reasonable additional costs of shutdown, delay and start-up. Hazardous substances introduced to the work site or its environs by the CONTRACTOR, subcontractor or their agents and invitees, and those hazardous substances discovered by the CONTRACTOR, subcontractor or their agents and invitees but not communicated to the COUNTY shall be the sole responsibility of the CONTRACTOR. Article 16 – Tests and Inspections 16.1 Tests, inspections and approvals of portions of the work required by the Contract Documents or by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities shall be made at an appropriate time. Unless otherwise provided, the CONTRACTOR shall make arrangements for such test, inspections and approvals with an independent testing laboratory or entity acceptable to the COUNTY or with the appropriate public authority and shall bear all related costs of tests, inspections and approvals. The CONTRACTOR shall give COUNTY timely notice of when and where tests and inspections are to be made so that the County may be present for such procedures. The COUNTY shall bear the costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the COUNTY from delegating the costs to the CONTRACTOR. Article 17 – Indemnification 17.1 Indemnification by CONTRACTOR – To the fullest extent permitted by law, the Contractor agrees to indemnify, defend and hold the 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 Agreement; or 3) are based upon the Contractor’s or its subcontractors’ use of, presence upon or proximity to the property of the County for the value of the contract or $1,000,000, whichever is less. This indemnification obligation of the Provider shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the County. In the event of the concurrent negligence of the Contractor, its subcontractors, employees or agents, and the County, its employees or agents, this indemnification obligation of the Contractor shall be valid and enforceable only to the extent of the negligence of the Contractor, its subcontractors, employees and agents. 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 DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 8 material inducement to County to enter into this Agreement, are reflected in the Contractor’s compensation, and have been mutually negotiated by the parties. CONTRACTOR’s initials acknowledging indemnity terms: 17.2 Participation County – No Waiver – The 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 the Contract. 17.3 Survival of CONTRACTOR’s Indemnity Obligations-The CONTRACTOR agrees all CONTRACTOR’s indemnity obligations shall survive the completion, expiration or termination of this Contract. 17.4 Indemnity by Subcontractors. In the event the CONTACTOR enters into subcontracts to the extent allowed under this Contract, the CONTRACTOR’s subcontractors shall indemnify the COUNTY on a basis equal to or exceeding CONTRACTOR’s indemnity obligations to the COUNTY. Article 18 – Public Records Act & Record Retention 18.1 CONTRACTOR shall retain all books, records and other documents relative to this contract for five (5) years after final payment. 18.2 This Agreement and all public records associated with this Contract shall be available from the COUNTY for inspection and copying by the public where required by the Public Records Act, Chapter 42.56 RCW (the “Act”). To the extent that public records then in the custody of the CONTRACTOR are needed for the COUNTY to respond to the request under the Act, as determined by the COUNTY, the CONTRACTOR agrees to make them promptly available to the COUNTY. If the CONTRACTOR considers any portion of any record provided to the COUNTY under this Contract, whether in electronic or hard copy form, to be protected from disclosure under law, the CONTRACTOR shall clearly identify any specific information that it claims to be confidential or proprietary. If the COUNTY receives a request under the Act to inspect or copy the information so identified by the CONTRACTOR and the COUNTY determines that release of the information is required by the Act or otherwise appropriate, the COUNTY’s sole obligations shall be to notify the CONTRACTOR (a) of the request and (b) of the date that such information will be released to the requester unless the CONTRACTOR obtains a court order to enjoin that disclosure pursuant to RCW 42.56.540. If the CONTRACTOR fails to timely obtain a court order enjoining disclosure, the COUNTY will release the requested information on the date specified. 18.3 The COUNTY has, and by this section assumes, no obligation on behalf of the CONTRACTOR to claim any exemption from disclosure under the Act. The COUNTY shall not be liable to the CONTRACTOR for releasing records not clearly identified by the CONTRACTOR as confidential or proprietary. The COUNTY shall not be liable to the CONTRACTOR for any records that the COUNTY releases in compliance with this section or in compliance with an order of a court of competent jurisdiction. 18.4 CONTRACTOR agrees to indemnify and, to the greatest extent legally possible, to hold harmless the COUNTY in any action by a third party due to the negligence, recklessness or intentional actions by the CONTRACTOR relating to performance of this Contract. This includes any lawsuit filed by a third party for the COUNTY’s allegedly improper release of confidential or proprietary information pursuant to a public records request. BB DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 9 Article 19 – Ownership 19.1 Any and all data, reports, analyses, documents, photographs, pamphlets, plans, specifications, surveys, films or any other materials created, prepared, produced, constructed, assembled, made, performed or otherwise produced by the CONTRACTOR or the CONTRACTOR’S subcontractors or consultants for delivery to the COUNTY under this Contract shall be the sole and absolute property of the COUNTY. Such property shall constitute “work made for hire” as defined by the U.S. Copyright Act of 1976, 17 U.S.C. § 101, and the ownership of the copyright and any other intellectual property rights in such property shall vest in the COUNTY at the time of its creation. Ownership of the intellectual property includes the right to copyright, patent, and register, and the ability to transfer these rights. Material which the CONTRACTOR uses to perform this Agreement but is not created, prepared, constructed, assembled, made, performed or otherwise produced for or paid for by the COUNTY is owned by the CONTRACTOR and is not “work made for hire” within the terms of the Contract. 19.2 The CONTRACTOR, subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The CONTRACTORY, subcontractor, and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the COUNTY. Article 20 – Insurance 20.1 Without limiting the CONTRACTOR’s indemnification of COUNTY, and prior to commencement of this Contract, CONTRACTOR shall obtain, provide and maintain during the terms of this Contract, policies or insurance of the type and amounts described below and, in a form, satisfactory to the COUNTY. 1. General Liability Insurance – CONTRACTOR shall maintain commercial general liability insurance with at least as broad as Insurance Service Office from CG 00 0, in an amount not less than $2,000,000 per occurrence, $3,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability, and $3,000,000 completed operations aggregate. 2. Professional Liability (Errors & Omissions) Insurance - CONTRACTOR shall maintain professional liability insurance that covers the services to be performed in connection with this Contract, in the minimum amount of $3,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract and CONTRACTOR agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this Contract. 3. Automobile Liability Insurance – CONTRACTOR shall maintain automobile insurance at least as broad as Insurance Office form CA 00 01 covering bodily injury and property damage for all activities of the CONTRACTOR arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non-owned or rented vehicle, in an amount not less than $1,000,000 combined single limit for each accident. 4. Umbrella or Excess Liability Insurance - CONTRACTOR shall obtain and maintain an umbrella or excess liability insurance policy with limits of not less than $5,000,000 that will provide bodily injury, personal injury and property damage liability coverage at least as DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 10 broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: • A drop-down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; and • Policies shall “follow form” to the underlying primary policies. • Insureds under primary policies shall also be insureds under the umbrella or excess policies. 5. Workers’ Compensation Insurance – CONTRACTOR shall, at its own expense, maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). In addition, CONTRACTOR shall require each subcontractor to similarly maintain Workers’ Compensation and Employer’s Liability Insurance in accordance with the laws of the State of Washington for all of the subcontractor’s employees. 6. Waiver of Subrogation – All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against COUNTY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONTRACTOR hereby waives its own right of recovery against COUNTY and shall require similar written express waivers and insurance clauses from each of its subcontractors. 20.2 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. [If this is a construction contract, ISO endorsement 20 37 also is required.] Contractor also agrees to require all contractors, subcontractors, and anyone else involved in this agreement on behalf of the contractor (hereinafter “indemnifying parties”) to comply with these provisions. 20.3 CONTRACTOR agrees that its liability insurance shall be primary and non-contributory to the COUNTY’s and that CONTRACTOR’s liability insurance policy shall so state. Article 21 – Background Checks 21.1 Before commencement of work, CONTRACTOR shall have completed and have on hand for review Washington State Patrol criminal history background checks (within the last two years) on all employees, volunteers or subcontractors who will be providing services under this contract, at their own expense. Any changes in criminal history after contract award shall be reported immediately to Mason County Risk Management. All criminal history background checks must be kept on file with the agency. Instant Internet printout from the Washington State Patrol website is acceptable. Their website address is http://watch.wsp.wa.gov Agency requesting that WSP mail copies to them need to annotate that requested copies are for contract compliance. Article 22 – Attorney’s Fees/Dispute Resolution/Cost of Suit/Choice of Law/Venue 22.1 If either party files suit to enforce this Contract, parties agree that the prevailing party in any such action shall be entitled to collection costs, reasonable attorney’s fees, and costs of suit. DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 11 The parties agree that any suit pertaining to this Contract shall be filed in the Mason County Superior Court. 22.2 Differences between the CONTRACTOR and the COUNTY, arising under and by virtue of this Contract, shall be brought to the attention of the COUNTY at the earliest possible time in order that such matters may be settled, or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance and/or compensation due CONTRACTOR shall be decided by the COUNTY’s Contract representative or designee. All rulings, orders, instructions and decisions of the COUNTY’s contract representative shall be final and conclusive, subject to their right to seek judicial relief. 22.3 This Contract has been and shall be construed as having been made and delivered within the State of Washington and it is agreed by each party hereto that this Contract shall be governed by the laws of the State of Washington, both as to its interpretation and performance. Article 23 – Severability 23.1 If a court of competent jurisdiction holds any part, term or provision of this Contract to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties’ rights and obligations shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. 23.2 If any provision of this Contract is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict and shall be deemed modified to conform to such statutory provision. 23.3 Should the COUNTY determine that the severed portions substantially alter this Contract so that the original intent and purpose of the Contract no longer exists, the COUNTY may, in its sole discretion, terminate this Contract. Article 24 – Termination of Contract by County for Cause 24.1 The COUNTY may terminate the Contract if the CONTRACTOR: 1. repeatedly refuses or fails to supply enough properly skilled workers or proper materials; 2. fails to make payments to employees or subcontractors for materials or labor in accordance with the respective agreements between the Contractor and employees or subcontractor; 3. disregards applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of a public authority; or 4. otherwise substantially breaches a provision of the Contract Documents. 24.2 When any of the above reasons exists, the COUNTY that sufficient cause exists to justify such action, may, without prejudice to any other remedy the COUNTY may have and after giving the CONTRACTOR seven days’ written notice, terminate the Contract and take possession of the site and of all materials thereon owned by the CONTRACTOR and may finish the work by whatever reasonable method the COUNTY may deem expedient. Upon request of the CONTRACTOR, the COUNTY shall furnish to the CONTRACTOR a detailed accounting of the costs incurred by the COUNTY in finishing such work. 24.3 When the COUNTY terminates the Contract for one of the reasons enumerated above, the CONTRACTOR shall not be entitled to receive further payment until the work is finished. DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 12 24.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the work, and other damages incurred by the COUNTY and not expressly waived, such excess shall be paid to the CONTRACTOR. If such costs and damages exceed the unpaid balance, the CONTRACTOR shall pay the difference to the COUNTY. The amount to be paid to the CONTRACTOR or COUNTY, as the case may be, shall be certified by the County, upon application, and this obligation for payment shall survive termination of the Contract. 24.5 The COUNTY’s decision not to terminate the Contract upon a breach does not constitute a waiver of any of its rights. Article 25 – Termination by COUNTY for Convenience 25.1 The COUNTY may, at any time, terminate the Contract for the COUNTY’s convenience and without cause. The Contractor shall be entitled to receive payment for work executed, costs incurred by reason of such termination, and damages for lost profit. The CONTRACTOR retains the duty to mitigate its lost profit. Article 26 – Assignment 26.1 The CONTRACTOR shall not assign any rights or obligations under or arising from this Agreement without the prior written consent of the COUNTY. Article 27 – Binding Effect 27.1 COUNTY and CONTRACTOR each bind itself, its successors, assigns, and legal representatives to the other party hereto, its successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. Article 28 – Entire and Complete Contract 28.1 This Contract represents the entire and integrated agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. In the event of any conflict between the language set forth in this Contract, any of the exhibits hereto, Standard Specifications, or Special Provisions, the language in this Contract shall prevail, and this Contract shall be interpreted as if that conflicting language was not a part of the agreement between the parties. Article 29 – Contact Information 29.1 Following is the contact information for the designated representative of each party: Name Name Street/P.O. Box Street/P.O. Box City, State, Zip City, State, Zip Telephone Telephone Any changes to this contact information shall be communicated to the other party in writing sent via Brandon Brockway 3021 69th Ave. W Ste F, University Place, WA 98466 253-442-6999 DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 13 USPS first class mail within one week of the change. SIGNATURE BLOCK ON THE FOLLOWING PAGE DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 14 IN WITNESS WHEREOF, the CONTRACTOR has executed this instrument, on the day and first below written, and the County Legislative Authority has caused this instrument to be executed by and in the name of said MASON COUNTY the day and year first above written. Executed by the Contractor on this day of , 2023. Kanway Abatement & Demolition, LLC. Board of County Commissioners Mason County, Washington Kanway Representative Sharon Trask, Chairperson Title Randy Neatherlin, Commissioner Address Kevin Shutty, Commissioner City, State, Zip Code Approved As To Form: Attest: Tim Whitehead, CDPA McKenzie Smith Date Clerk of the Board 19 September President 3021 69th Ave. W Ste F University Place, WA 98466 DocuSign Envelope ID: B295825D-5FB6-423A-B0EC-799AC5DA7AD5 9/19/2023 9/19/2023 9/19/2023 9/19/2023 9/19/2023