HomeMy WebLinkAbout2017/02/28 - Regular BOARD OF MASON COUNTY COMMISSIONERS' PROCEEDINGS
Mason County Commission Chambers, 411 North 51h Street, Shelton, WA
February 28, 2017
1. Call to Order—The Chairperson called the regular meeting to order at 6:03 p.m.
2. Pledge of Allegiance—Commissioner Shutty led the flag salute.
3. Roll Call — Present: Commissioner District 1 - Randy Neatherlin; Commissioner District 2— Kevin
Shutty; Commissioner District 3 —Terri Jeffreys.
4. Correspondence and Organizational Business
4.1 Correspondence
4.1.1 Mason County Fire District #13 sent a letter that Stan Loertscher is the
representative for the 2017 EMS Council and the alternate will be Tamara Donovan.
4.1.2 Rana Brown, Four Feathers Farm, submitted a letter about a health code violation
pertaining to solid waste.
4.1.3 US Dept. of the Interior, Bureau of Indian Affairs, gave notice of the Skokomish
Indian Tribe's application to have property accepted "in trust"for parcel nos. 42111-
12-00000,42111-11-00010;and 42111-12-00020.
4.1.4 An offer letter was received from Clifton Heights, LLC and Rick Krueger for a Romance
Hill Connection to the Belfair Bypass.
4.1.5 Mary Jo Cady submitted an application to serve on the Transportation Improvement
Program Citizen Advisory Panel (TIP-CAP).
4.1.6 Freedom Foundation sent correspondence regarding collective bargaining meetings.
4.2 Public Notice: Spring application of herbicides for vegetation control along county roads on or
after Monday, March 6, 2017. Staff: Melissa McFadden
5. Open Forum for Citizen Input—
Cheryl Williams and Annabelle Gammins announced that Girl Scout cookies will be sold at Fred
Meyer, Safeway, and the Post Office.
6. Adoption of Agenda - Cmmr. moved and seconded to adopt the agenda as published.
Motion carried unanimously. N-aye; S-aye; J-aye.
7. Approval of Minutes— February 13, 2017 Briefing minutes
Cmmr. Jeffreys asked that the February 13th briefing minutes be tabled until the March 7, 2017
meeting due to a correction.
Cmmr. Jeffreys/Neatherlin moved and seconded to approve the revised agenda. Motion
carried unanimously. N-aye; S-aye; J-aye.
8. Approval of Action Agenda:
8.1 Approval to have the Board authorize the Road Operations & Maintenance/ER&R Manager to
execute the National Purchasing Cooperative Interlocal Participation Agreement to access
available contracts for goods and services from BuyBoard Cooperative Purchasing awarded
vendors.
8.2 Approval to have the Board authorize the County Engineer to sign the Memorandum of
Understanding with the Squaxin Island Tribe.
8.3 Approval to have the Chair authorize Amendment No. 4 for the agreement with MDG
Wastewater &Water Treatment for an additional $15,000 to continue providing water and
wastewater management services. (Exhibit A)
BOARD OF MASON COUNTY COMMISSIONERS' PROCEEDINGS
February 28, 2017 - PAGE 2
8.4 Approval to have the Board of County Commissioners execute the resolution authorizing
Public Works/U&W Management Division to purchase of valve and actuator assemblies to fix
North Bay decant lines, as a sole source purchase. (Exhibit B)
8.5 Approval to have the Board sign Change Orders 6 &7 for construction services inside the
Mason County Jail.
8.6 Approval of Veterans Assistance Fund application(s) for: Utilities $989.75 as recommended by
the Veterans Service Office.
8.7 Approval of the 2016 Oath of Inventory for Machinery and Equipment and Capital Assets
pursuant to RCW 36.32.210 and Mason County Code Chapter 3.56.
8.8 Approval to have the Chair sign the contract with AssetWorks to begin asset inventory for
Governmental Fund Real Property. (Exhibit Q
Cmmr. Neatherlin asked to remove item 8.7 for a separate vote.
Cmmr.Jeffreys/Neatherlin moved and seconded to approve action items 8.1 through 8.8
removing item 8.7. Motion carried unanimously. N-aye; S-aye; J-aye.
Cmmr. Neatherlin stated that he wanted to remove item 8.7 do discuss agreed upon verbiage that was
missing. He asked Frank Pinter to speak on the issue.
Frank Pinter said the oath of inventory is the most current list to the best of his knowledge and noted
that after the general fund inventory any additional items would be added to this existing list. Cmmr.
Neatherlin asked to add the words"to the best of our knowledge"to the document. Mr. Pinter asked to
do some research and later returned with an updated signature page which included the requested
wording. Cmmr. Shutty read the changes aloud.
Cmmr. Jeffreys/Neatherlin moved and seconded to approve the 2016 Oath of Inventory for
Machinery and Equipment and Capital Assets pursuant to RCW 36.32.210 and Mason County
Code Chapter 3.56 as read. Motion carried unanimously. N-aye; S-aye; J-aye.
9. Other Business (Department Heads and Elected Officials)
9.1 Appointment to the Mason County Housing Authority Board of Commissioners.
Cmmr. Jeffreys thanked all who applied and nominated Marilyn Vogler to hold a
position. Motion seconded by Cmmr. Shutty. Motion carried unanimously. Waye; S-
aye;J-aye.
Cmmr. Jeffreys then nominated John Bonin. Motion seconded by Cmmr. Shutty.
Motion carried unanimously. N-aye; S-aye; J-aye.
10. 9:30 a.m. Public Hearings and Items set for a certain time— No Hearings.
11. Board's Reports and Calendar-The Commissioners reported on meetings attended the past week
and announced their upcoming weekly meetings.
12. Adjournment—The meeting adjourned at 6:26
BOARD OF MASON COUNTY COMMISSIONERS' PROCEEDINGS
February 28, 2017 - PAGE 3
BOARD OF COUNTY COMMISSIONERS
ATTEST: MASON COUNTY, WASHINGTON
(-�01 i 6zw/ b,i. J"- r
Mel ssa DrLl, Clerk of th oard Kevin Shutty, hair
Terri Jeffreys, mi i ner
Rand Neatherlin, Commissioner
Exhibit A
Professional Services Contract Amendment
MDG WASTEWATER AND WATER TREATMENT
Amendment#4
This Amendment increases the compensation for the daily operation and maintenance
activities for the three (3) wastewater treatment facilities and two (2) potable water
systems as detailed in the Professional Services CONTRACT between Mason County
and MDG Wastewater and Water Treatment for the not-to exceed total of $70,000 to a
not-to-exceed total of $85,000.
Amendment dated this 1tdlay of 2017.
MDG WASTEWATER AND WATER BOARD OF COUNTY COMMISSIONERS
TREATMENT: MASON COUN- ASHINGTON
Marty Grabill, Owns Kevin Shutty, Chair
,,._.-APPROVED AS TO FORM:
Tim W 'tehead, Chief DPA
Exhibit B
RESOLUTION NO.
A RESOLUTION WAIVING PUBLIC BIDDING REQUIREMENTS AND APPROVING
A SOLE SOURCE PROCURMENT OF REPLACEMENT PARTS FROM
SPECIAL CONTROLS INCORPORATED
WHEREAS, the two SBR basins at the North Bay Wastewater Plant have failing actuators and
valves critical to proper operation of the plant.
WHEREAS, Specialty Controls Incorporated provides the replacement parts and accessories and
equipment compatible with the decant valve equipment.
WHEREAS, Specialty Controls Incorporated is the Washington State supplier of the Auma Valve
Actuators that will be used.
WHEREAS, RCW 39.04.280 specifies exemption to competitive bidding requirements for
purchases that are clearly and legitimately to a single source of supply;
NOW, THEREFORE, BE IT RESOLVED by the Board of Mason County Commissioners as follows:
1. Specialty Controls Incorporated is a sole source supplier of the manufactured
parts for the North Bay Wastewater plant.
2. That the County is authorized to purchase without proceeding to secure competitive bids,
estimated at $22,000 + freight and sales tax.
ADOPTED this day of Fe-b. , 2017
BOARD OF COUNTY COMMISSIONERS
MASON COUN HINGTON
Kevin Shutty, hair
/ 4,11
Terri Jeffreys, Vice air
ATTEST:
Me issa , Clerk of the oard Ranefy Neatherlin, Commissioner
APPROVED AS TO FORM:
Tim Whitehead, Ch. DPA
Exhibit C
MASON COUNTY
and
AssetWorks
PROFESSIONAL SERVICES CONTRACT
This CONTRACT is made and entered into by and between Mason County, hereinafter referred to as
"COUNTY" and AssetWorks LLC referred to as"CONTRACTOR."
RECITALS:
WHEREAS, COUNTY desires to retain a person or firm to provide the following service: Asset Inventory
of All Governmental Fund Land, Buildings, and Other Improvements; and
WHEREAS, CONTRACTOR warrants that it is qualified and competent to render the aforesaid
services.
NOW, THEREFORE, for and in consideration of the CONTRACT made, and the payments to be made
by COUNTY, the parties agree to the following:
General Conditions
Scope of Services:
CONTRACTOR agrees to provide COUNTY the services and any materials as set forth and 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:
The term for this CONTRACT will start on date of last signature and will end 6/30/17.
Services Outside of Term:
Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be performed
at the expense of CONTRACTOR and are not compensable under this CONTRACT unless both parties
hereto agree to such provision in writing. The term of this CONTRACT may be extended by mutual
consent of the parties; provided, however, that the CONTRACT is in writing and signed by both parties
Compensation:
CONTRACT total values is not to exceed $22,865.00
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," 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
1113.11
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
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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. In the
event the CONTRACTOR obtains relief upon a claim under the Disputes clause, no penalty or
damages shall accrue to CONTRACTOR by reason of good faith withholding by 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.
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.
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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 manner related to his/her/its receipt any service or services or other benefits
provided under this CONTRACT; or deny an individual or business an opportunity to participate in any
program provided by this CONTRACT.
Waiver of Noncompetition:
CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise,to
require another person or corporation to refrain from submitting a proposal to or performing work or
providing supplies to 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.
Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transactions:
CONTRACTOR further certifies, by executing this CONTRACT, that neither it nor its principles is
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded
from participation in this transaction by any Federal department or Agency.
CONTRACTOR also agrees that it shall not knowingly enter into any lower tier covered transactions (a
transaction between CONTRACTOR and any other person)with a person who is proposed for
debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this
covered transaction, and CONTRACTOR agrees to include this clause titled "Certification Regarding
Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion- Lower Tier Covered
Transaction"without modification, in all lower tier covered transactions and in all solicitations for lower
tier transactions.
The"General Service Administration List of Parties Excluded from Federal Procurement or Non-
procurement Programs" is available to research this information at http://epls.arnet.gov/.
Ownership of Data and Intellectual Property:
The COUNTY retains all rights, title and interest in its data. CONTRACTOR has no rights and interest
in that data except as necessary to perform services under this Contract. COUNTY and
CONTRACTOR shall each retain ownership of, and all rights,title and interest in and to,their
respective pre-existing Intellectual Property. All deliverable prepared by CONTRACTOR and/or its
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consultants or sub-contractors, in connection with performance of this CONTRACT, shall be the sole
and absolute property of COUNTY and COUNTY is granted a perpetual license to any of
CONTRACTOR's intellectual property incorporated in such deliverables for the COUNTY to use such
deliverables.
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 Confidential Information provided by COUNTY to 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. For purposes of this CONTRACT, "Confidential Information" means business
plans, financial forecasts, business opportunities, agreements, vendor lists, pricing lists, customer lists,
personnel lists, financial statements and similar information,whether written or oral,that derives
independent economic value from not being generally known to the public and is the subject of
reasonable efforts to maintain its secrecy. Notwithstanding the foregoing, Confidential Information shall
not include information that(a) is or becomes generally available to the public other than as a result of
disclosure in violation of this provision; (b) is or becomes available to the CONTRACTOR on a non-
confidential basis from a source(other than the COUNTY)which is not prohibited from disclosing such
Confidential Information to CONTRACTOR by a legal, contractual or fiduciary obligation to the
COUNTY; or(c) CONTRACTOR can demonstrate is independently developed by CONTRACTOR
without use, directly or indirectly, of any Confidential Information.
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.
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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 of evidence of full
compliance, payments not otherwise subject to withholding or set-off will be released to
CONTRACTOR.
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 or not incorporated elsewhere herein by reference, as to performance of
services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or
warranties.
Defense and Indemnity Contract:
Indemnification by CONTRACTOR. To the fullest extent permitted by law, CONTRACTOR agrees to
indemnify, defend and hold COUNTY and its departments, elected and appointed officials, employees,
agents and volunteers, harmless from and against any and all claims, damages, losses and expenses,
including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any
personal injury,for any bodily injury, sickness, disease or death and for any damage to or destruction of
any property(including the loss of use resulting therefrom) which 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. 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. F
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Participation by County—No Waiver. COUNTY reserves the right, but not the obligation, to participate
in the defense of any claim, damages, losses or expenses and such participation shall not constitute a
waiver of CONTRACTOR's indemnity obligations under this CONTRACT.
Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR's
indemnity obligations shall survive the completion, expiration or termination of this CONTRACT.
Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the extent
allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify COUNTY on a basis
equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY.
Limitation of Liability
Each party agrees that each party's total liability for any and all damages whatsoever arising out of or in
any way related to this CONTRACT from any cause, including but not limited to negligence, errors,
omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed
$100,000. The foregoing limitation shall not apply to claims for indemnification, personal injury, death
or infringement. Additionally, to the extent a claim is covered by the required insurance,
CONTRACTOR's total liability will be limited to the amount of the required insurance and payable by
the insurance company.
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 Budget 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:
Jenifer Sliva
Budget Manager
411 N. 5t' Street
Shelton WA 98584
CONTRACTOR's Primary Contact's Information:
David Middendorf
AssetWorks LLC
168 Industry Drive
Pittsburgh, PA 15275
(412) 809-0389
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
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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 material 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. In the event of a material default, COUNTY's notice shall give CONTRACTOR thirty(30)
days notice with a right to cure the default. .
If a notice of termination for default has been issued and it is later determined for any reason that
CONTRACTOR was not in default,the rights and obligations of the parties shall be the same as if the
notice of termination had been issued pursuant to the Termination for Public Convenience paragraph
hereof.
Termination for Public Convenience:
COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in its sole
discretion,that such termination is in the interests of COUNTY. Whenever the CONTRACT is
terminated in accordance with this paragraph, CONTRACTOR shall be entitled to payment for actual
work performed in compliance with Exhibit A Scope-of-Services and Exhibit B Compensation. An
equitable adjustment in the CONTRACT price for partially completed items of work will be made, but
such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted
work. Termination of this CONTRACT by COUNTY at any time during the term,whether for default or
convenience, shall not constitute breach of CONTRACT by COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole
discretion,that such termination is necessary due to a decrease in available project funding including
State and/or Federal grants. Whenever the CONTRACT is terminated in accordance with this
paragraph, the CONTRACTOR shall be entitled to payment for actual work performed in compliance
with Exhibit A Scope-of-Services and Exhibit B Compensation.
Disputes:
Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the
AGREEMENT shall be brought to the attention of the other party at the earliest possible time in order
that such matters may be settled or other appropriate action promptly taken including escalation within
the CONTRACTOR's and COUNTY's organization as necessary for resolution. .
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 F
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.
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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 the State of Washington.
Severability:
If any term or condition of this CONTRACT or the application thereof to any person(s) or circumstances
is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given
effect without the invalid term, condition or application. To this end, the terms and conditions of this
CONTRACT are declared severable.
Waiver:
Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or
subsequent breach. No term or condition of this CONTRACT shall be held to be waived, modified or
deleted except by an instrument, in writing, signed by the parties hereto. The failure of COUNTY to
insist upon strict performance of any of the covenants of this CONTRACT, or to exercise any option
herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment
of any such, or any other covenants or contracts, but the same shall be and remain in full force and
effect.
Order of Precedence:
A. Applicable federal, state and county statutes, regulations, policies, procedures, federal Office of
Management and Budget(OMB) circulars and federal and state executive orders.
B. Funding source agreement(s) including attachments
C. Exhibit C Insurance Requirements
D. General Conditions of this CONTRACT
E. Exhibits A and B of this CONTRACT
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.
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IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as of the
date and year last written below.
ASSETWORKS LLC BOARD OF COUNTY COMMISSIONERS
MASON COUNTY,WASHINGTON
Michael Borello, Division Vice President Kevin Shutty, C ,air
Dated: 3 l$ oZcc�/7 Dated: /oz�s11
APPROVED AS ORM:
/1
Tim Whitehead, Chief DPA
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EXHIBIT A
SCOPE OF SERVICES
Project`Kickoff'Meeting
A comprehensive project-planning meeting with County representatives and Contractor representatives
will commence at the outset of the fieldwork.
Topics of discussion include confirmation of project scope and time frames, the physical appraisal
schedule, accessibility to buildings, contact person at each building or location, and availability and use
of original purchase records, assignment of database code numbers and associated descriptions for
locations and buildings. This meeting lays the foundation for the methods and procedures used during
the onsite fieldwork.
County Expectations
• Pre-Project Planning and Announcement — The County staff will prepare a memo for staff
members to announce the project and give the general purpose and time frame.
■ Availability of Existing Building Records —The County will provide access to blueprints and
other existing building records.
• Transfer of Existing Capital Asset Records — The County will provide the most updated
capital asset data in advance of project fieldwork. The County will provide copies of last year's
audited financials to assist in reviewing asset totals.
■ Access to All Sites — The County will provide access to all sites and buildings based on a
mutually agreed upon appraisal schedule.
CAPITAL ASSET APPRAISAL SERVICES
Site Improvements
Improvements outside of a building and particular to a parcel of land will be inventoried and valued.
Included are assets such as parking lots, fencing, outside lighting and flagpoles.
Land Parcels
Land will be recorded in a database of information based on information provided by the County
including: deeds, transfer documents, acquisition costs, acquisition date and source of funds. If land
cost is not available, the Contractor will estimate the fair market value of land as of the date of
acquisition. The Contractor will attempt to locate missing or unidentified assets from recorded records.
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Buildings & Structures
As a part of the onsite inspection, buildings will be physically inspected. A description will be developed,
depicting construction components in order for subsequent valuations to take place. In addition, capital
improvements that extend the useful life of a building, (i.e.; roofing projects, energy projects,
remodeling, replacing major building components) will be capitalized and will become a part of the
statement of assets. To ensure that these assets are recognized and recorded, the Contractor will
document recent capital project data from the County. This information should include:
a. Project Description b. Project Cost c. Year Completed d. Funding Source
COSTING AND VALUATION METHODOLOGY
The offsite valuation portion of the project entails the research and calculations necessary to formulate
historic costs. The project manager and quality control supervisor work hand-in-hand to ensure the
integrity of the data. The focus is on completeness, accuracy and proper formatting of all data prior to
final processing and delivery.
Our investigation of the property will follow generally accepted appraisal techniques and will include the
use of specific techniques necessary to develop valid and acceptable original cost and date of
acquisition for each asset. This includes use of the straight-line method of depreciation. We will
determine original cost by using the following costing methods:
Direct Costing method will be used where historical data is readily available from County records. The
actual purchase cost and acquisition date will be maintained for those assets. While the Contractor is
not proposing a detailed line-by-line reconciliation, our staff will work with records as provided by the
County to tie back original cost and dates of acquisition on the more material and recent acquisitions.
Standard Costing is used when inventoried property units/groups not reconciled to a historical record
receive an estimated cost, where possible, based upon a standard cost(a known average installed cost
for a like unit) at the estimated acquisition date.
Normal Costing method will be used where no historical information is readily available. These assets
will be valued on a current basis and back-trended to an estimated date of acquisition to estimate the
original cost. During the costing and valuation procedures, all items will be assigned a useful life. The
useful life of an item will determine its approximate replacement year.
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During the course of the valuation research, our appraisers will examine all assets to determine original cost,
defined as follows.
ORIGINAL COST is the amount originally paid to acquire the asset, including such cost as set-up
charges; transportation; taxes; engineering and architectural fees; and title insurance. If an asset was
donated or bought for a nominal sum, GAAP requires that the asset be accounted for at acquisition
value(per GASB 72) as of the date of acquisition.
Project deliverables
Reports will be presented in an easy-to-read format and include asset exception reports, draft reports,
final detail summary reports as well as a master data file. A narrative section that will certify our
inventory and valuation and document our procedures will precede your reports.
CERTIFICATION LETTER
Certified appraisal reports are bound in an easy-to-read format. The certified appraisal report will
include the Letter of Certification, which will:
a) Identify the property appraised
b) State the purpose of the appraisal
c) Specify the appraisal date
d) Define the level of value sought and the premise of value employed
e) Describe the nature of the property included in and excluded from the appraisal
f) Discuss the appraisal investigation
g) Outline the qualifying and limiting conditions
h) Include the signature of an authorized officer of the company
PRELIMINARY REPORTS (To be distributed by 3/31/17)
Draft Summary and detail reports will be sent via email in .pdf format for review. We request two weeks
from the point of issuance to determine acceptability of the final data. Upon acceptance, the Contractor
will then prepare and deliver final reports in electronic and hard-copy format.
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FINAL REPORTS
The Contractor will provide one hard copy report and in .PDF format. Your reports will include:
➢ Property Accounting Summary
➢ Property Accounting Summary(Y-T-D Depreciation)
➢ Property Accounting Ledger
➢ Property Accounting Ledger(Y-T-D Depreciation)
➢ Master Data File(Excel Format)
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EXHIBIT B
COMPENSATION
A. Compensation:
CONTRACTOR will be compensated $22,865.00
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; number of hours being billed;
invoice total; and any additional applicable information.
2. Submit via e-mail or hard copy as preferred to:
Jenifer Sliva
jsliva@co.mason.wa.us
Budget Manager
411 N 5'" Street
Shelton WA 98584
3. Payment will be made to CONTRACTOR within thirty (30) days of the receipt of a complete
and accurate invoice
4. The Contractor will invoice for 70% of fees following completion of the fieldwork portion of the
project with the final contract amount invoiced with final reports.
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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.
4. 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 minirnum amount of$1,000,000 per claim and in the aggregate. Any policy
inception date, continuity date, or retroactive date must be before the effective date of this
agreement and Consultant agrees to maintain continuous coverage through a period no less
than three years after completion of the services required by this CONTRACT.
5. 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. _
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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 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.
B. 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
r
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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 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 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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