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HomeMy WebLinkAboutBerry, Dunn, McNeil & Parker, LLC Mason Lake Feasibility Study Contract - Contract Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 i me cur�.�ac� MASON COUNTY and Berry, Dunn, McNeil & Parker, LLC PROFESSIONAL SERVICES CONTRACT This CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and Berry, Dunn, McNeil & Parker, LLC, referred to as "CONTRACTOR." RECITALS: WHEREAS, COUNTY desires to retain a person or firm to provide the following service: Feasibility Study for Mason Lake Camp; and WHEREAS, CONTRACTOR warrants it is qualified and competent to render the aforesaid services. I NOW, THEREFORE, for and in consideration of the CONTRACT made, and the payments to be made by COUNTY, the parties agree to the following: I General Conditions Scope of Services: CONTRACTOR agrees to provide COUNTY the services and any materials as set forth as identified in "Exhibit A Scope-of-Services" and "Exhibit C Preliminary Schedule" during the CONTRACT period. No material, labor or facilities will be furnished by COUNTY, unless otherwise provided for in the CONTRACT. Term: The performance period for this CONTRACT is February 1, 2025 to November 30, 2025. 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, the CONTRACT is in writing and signed by both parties. i i Extension: The duration of�this CONTRACT may be extended by mutual written consent of the parties for, one additional 6-month period. Compensation: CONTRACT total value is not to exceed $100,000. 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 pursivant to this CONTRACT by the CONTRACTOR as an Independent Contractor. Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 CONTRACTOR acknowledges 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 the COUNTY. The CONTRACTOR represents 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 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. Docusign Envelope ID:OB0057OB-88E5-42D5-952B-092795FDOF66 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'I'B." Withholding Payment: In the event theJ CONTRACTOR has failed to perform any obligation under this CONTRACT within the times set forth in this CONTRACT, then COUNTY may, upon written notice, withhold from amounts otherwise due and payable to CONTRACTOR, without penalty, until such failure to perform is.cured or otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling CONTRACTOR to termination or damages, provided 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 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 Iclaim 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; andithe 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 i I Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 take reasonable steps to remove the conflict of interest. COUNTY may also terminate this CONTRACT according to the provisions herein for termination. Non-Discrimination in Employment: COUNTY's policy is to provide equal opportunity in all terms, conditions, and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status. CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which CONTRACTOR is governed by such laws, CONTRACTOR shall take affirmative action to ensure 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 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 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. Docusign Envelope ID:OB0057OB-88E5-42D5-952B-092795FDOF66 CONTRACTOR also agrees 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://epis.arnet.gov/. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by CONTRACTOR and/or its consultants or sub-contractors, in connection with performance of this CONTRACT, shall be the sole and abIsolute property of COUNTY. When CONTRACTOR creates any copyrightable materials or invents any patentable property, CONTRACTOR may copyright or patent the same, but COUNTY. retains a royalty-free, nonexclusive and irrevocable license to reproduce, publish, recover, or otherwise use the materials or property and to authorize other governments to use the same for state or local governmental purposes. CONTRACTOR further agrees to make research, notes, and other work products produced in the performance of this CONTRACT available to COUNTY upon request. Work Product 1 CONTRACTOR will provide COUNTY with all work product, including but not limited to: plans, data, maps, as(builds, reports, prior to the release of the final payment for services. Patent/Copyright Infringement: CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand brought against COUNTY, to the extent such action is based on the claim that information supplied by the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those costs and damages attributable to any such claims that are finally awarded against COUNTY in any action. Such defense and payments are conditioned upon the following: A. CONTRACTOOR 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. Confidentialltyl: CONTRACTOR, its employees, sub-contractors, and their employees shall maintain the confidentiality of all information provided by COUNTY or acquired .by CONTRACTOR in performance oflthis 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. i I i Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 Right to Review: This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Administrative Officer or by COUNTY's Auditor's Office. Such review may occur with or without notice and may include, but is not limited to, on-site inspection by COUNTY agents or employees, inspection of all records or other materials which COUNTY deems pertinent to the CONTRACT and its performance, and any and all communications with or evaluations by service recipients under this CONTRACT. CONTRACTOR shall preserve and maintain all financial records and records relating to the performance of work under this CONTRACT for six (6) years after CONTRACT termination, and shall make them available for such review, within Mason County, State of Washington, upon request. CONTRACTOR also agrees to. notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this CONTRACT. If no advance notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative Officer as soon as it is practical. Insurance Requirements: At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements detailed in "Exhibit D 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, and prior to commencement of work. 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 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. Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 i I I I Defense and Indemnity Contract: i Indemnification by CONTRACTOR. To the fullest extent permitted by law, CONTRACTOIR 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 ofjany property (including the loss of use resulting there from) which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR's subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this CONTRACT; or 3) are based upon CONTRACTOR's or its subcontractors' use of, presence upon or proximity to thIe property of COUNTY. This indemnification obligation of CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Act RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been mutually negotiated by the parties. Participation by County— No Waiver. COUNTY reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses or expenses and such participation shall not constitute a waiver of CONTRACTOR's indemnity obligations under this CONTRACT. i { Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOIR's indemnity obligations shall survive the completion, expiration or termination of this CONTRACT. I 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. I E-Verify: The E-Verify contractor program for Mason County applies to contracts of$100,000 or more and subcontracts for$25,000 or more if the primary contract is for$100,000 or more. CONTRACTOR represents and warrants that it will, for at least the duration of this CONTRACT, register and participate in the status verification system for all newly hired employees. The term "employee" as used herein l eans any person that is hired to perform work for Mason County. As used herein, I I i Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 "status verification system" means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E- Verify Program. CONTRACTOR agrees to maintain records of such compliance and, upon request of the COUNTY, to provide a copy of each such verification to the COUNTY. CONTRACTOR further represents and warrants that any person assigned to perform services hereunder meets the employment,eligibility requirements of all immigration laws of the State of Washington. CONTRACTOR understands and agrees that any breach of these warranties may subject CONTRACTOR to the following: (a) termination of this CONTRACT and ineligibility for any Mason County Contract for up to three (3) years, with notice of such cancellation/termination being made public. In the event of such termination/cancellation, CONTRACTOR would also be liable for any additional costs incurred by the COUNTY due to contract cancellation or loss of license or permit." CONTRACTOR will review and enroll in the E-Verify program through this website: www.uscis.gov Minimum Federal Provisions: If all or part of the services being provided are funded with Federal dollars CONTRACTOR agrees to adhere to the requirements set forth in "Exhibit E Minimum Federal Provisions." 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 Administrator 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: Mark Neary, County Administrator 411 North 5th Street, Shelton, WA 98584 360-427-9670 ext. 530 mneary@masoncountywa.gov CONTRACTOR's Primary Contact's Information: Chad Snow csnow(a-)-berrydunn.com 2211 Congress Street Portland, ME 04102 (207) 541-2294 Notice: Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer under this CONTRACT. Notices and other communication may be conducted via e-mail, Docusign Envelope ID:OB0057OB-8 E5-42D5-952B-092795FDOF66 U.S. mail, fax hand-delivery or other generally accepted manner including delivery services. Modifications: Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. Termination for Default: If CONTRACTOR defaults by failing to perform any of the obligations of the CONTRACT or becomes insolvent orris 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 ofjthe work elsewhere. If the CONTRACT is terminated for default, CONTRACTOR shall not be entitled to receive any further payments under.the CONTRACT until all work called for has been fully performed. Any extra cost or damage to COUNTY resulting from such default(s) shall be deducted from any money due or coming due to CONTRACTOR. CONTRACTOR shall bear any extra expenses incurred by COUNTY in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by COUNTY by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. Termination for Public Convenience: COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in its sole discretion, that such termination is in the interests of COUNTY. Whenever the CONTRACT is terminated in accordance with this paragraph, CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit. A Scope-of-Services and Exhibit B Compensation. An equitable adjustment in the CONTRACT price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this CONTRACT by COUNTY at any time during the term, whether for default or convenience, shall not constitute breach of CONTRACT by COUNTY. Termination folr 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 land/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: I 1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the CONTRACT shall be brought to the attention of COUNTY at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. For objections that are not made in the manner specified and within the time limits stated,the records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive. I i Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 2. The CONTRACTOR shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Administrative Officer of COUNTY, or(2)the happening of any event or occurrence, unless the CONTRACTOR has given COUNTY a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by COUNTY. The written Notice of Potential Claim shall set forth the reasons for which the CONTRACTOR believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. CONTRACTOR shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 3. The CONTRACTOR shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by COUNTY, the CONTRACTOR has given COUNTY a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required; and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. Arbitration: Other than claims for injunctive relief brought by a party hereto (which may be brought either in court or pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the parties under, arising out of, or related to this CONTRACT or otherwise, including issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by this CONTRACT. There shall be one arbitrator selected by the parties within ten (10) days of the-arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief(including specific performance),'or any other remedy available from a judge, including expenses, costs and attorney fees to the prevailing party and pre-award interest, but shall not have the power to award punitive damages. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree 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 naturq: Claims, disputes or issues arising more than six (6) years prior to a written request or demand for arbitration issued under this CONTRACT are not subject to arbitration. Venue and Choice of Law: In the event 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. IDocusign Envelope ID:OB00570Bi 89E542175-9528-092795FUOF66 I I Severability:1 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. i i i Order of Precedence: A. Applicable1ederal, 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 D Insurance Requirements D. Special Conditions E. General Conditions F. Exhibits A,i B and C 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. ; I IN WITNESSiWHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as of the date and year last written below. Berry, Dunn, McNeil & Parker, LLC BOARD OF COUNTY COMMISSIONERS MASON COUNTY,WASHINGTON oocalpn dby: arl s Snow, Chief Operating Officer Sharon Trask, Chair 1/131/202 5 Dated: Dated: APPROVED AS TO FORM: i T• j Ief DPA i oocusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 Exhibit A SCOPE OF SERVICES _Phase 1.. - Proiect Management 1.1 Conduct Initial Virtual Project Planning. CONTRACTOR will conduct an initial project planning and discovery session with County Managers to assess project needs and objectives. On this call, stakeholder groups, project team members, project milestones; and expectations will be identified. Discussion will include proposed project schedule, project work plan, and roles and responsibilities. Outcomes of this discussion will be used to develop the Project Work Plan and Schedule in Task 1.2. 1.2 DeveIop a Project Work Plan and Schedule Conduct a scoping call in which CONTRACTOR will develop a Project Work Plan and Schedule, which will outline their communication and scope; review a timeline to, schedule project meetings; and identify stakeholder groups. in addition,the Project Work Plan will incorporate agreed-upon procedures between CONTRACTOR and COUNTY related to project control, including quality management and-deliverable submission/acceptance management. Deliverable 1: Project Work Plan and Schedule 1.3 Facilitate a Kickoff Meeting Conduct an on-site project kickoff_ presentation with the County's project team that will serve as an opportunity to introduce our project team members; discuss goals, present our project approach and methodology, review the final schedule of key project dates; and answer any questions the County's project team may have.While on-site,CONTRACTOR will tour the campground to become familiar with physical resources, user experience, and staff environments. 1.4 Conduct Status Update Meetings CONTRACTOR will conduct biweekly status update meetings with the County's project manager to communicate current and anticipated project management needs, provide updates on project progress and the schedule, and discuss potential risks and issues. _Phase 2 -Market Analysis 2.1 Assess Demographics and Population Projections CONTRACTOR will identify the constituency of the County through demographic analysis and market profile, utilizing all information available from previous planning efforts and gathered from the County,the U.S. Census Bureau, Esri sources, and other national and local sources. CONTRACTOR will work directly with County leadership to help document Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 i I i growth, redevelopment areas, and land use changes. A detailed demographic analysis based on service areas will outline trends and information that could affect the need for camping and outdoor recreation programming. CONTRACTOR will compare demographics with information from the Sports & Fitness Industry Association to help determine potential usage patterns and programming for Mason Lake Camp. Deliverable 2: Demographics Analysis and Population Projections I 2.2 Identify and Assess Competitive Facilities CONTRACTOR i will assemble data on existing public and private local and regional campgrounds,ifishing, kayaking, and paddle board locations, and camping locations in the County and its surrounding area. CONTRACTOR will evaluate levels of use, marketing and promotion efforts, and technical capabilities. Data will include, at a minimum: • Descriptions of facilities and amenities • Current,use/activities • Current!attendance/marketing efforts • Political, structural, and organizational factors • Operating costs and management and operational structures 4 CONTRACTOR Twill examine and review the current services, participation levels, operation and structure, and identify opportunities for improvements and future needs-Research also includes types of amenities, fee structures, and any other operating data available. CONTRACTOR will review, analyze, and report on the findings to help inform more accurate operations. CONTRACTOR will utilize their information from relevant plans, as well as reach out to alternative providers in the area. 2.3 Prepare a Market Analysis CONTRACTOR recognizes that background data and current usage cannot alone tell the full story of the Co�unty's camping and outdoor recreation needs and opportunities. As such, for this feasibility] study, CONTRACTOR will utilize their nationwide parks and recreation experience to analyze and summarize .potential market influences to identify gaps and collaborative opportunities for the County for short-term recommendations and long-term goals. I 2.4 Conduct a!Program and Service Assessment The outdoor recreation programs and services analysis will focus on water sports and nature-based recreational activities currently offered at the camp and competing camping locations to identify any gaps, develop a strategic vision for program delivery, and make recommendations appropriate for a county owned campground. This will help ensure program offerings are equitable, inclusive, and accessible. Areas of review may include, but are not limited to: • Program and service inventory • Age segmentation of offerings and users Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 • Supply and demand for current services • Gaps identification • Participation rates • Geographic reach • Current capacity The results of the program and services assessment will help identify any potential gaps, specifically as they relate to campground amenities and programming. CONTRACTOR will supplement the analysis with some of the latest Al technology that will accurately estimate current users of the camp, traveling distances, demographic profile, and more. Deliverable 3: Market Analysis Phase 3 - Financial Modeling 3.1 Develop a Yellow-Book Appraisal of Mason Lake Camp CONTRACTOR will develop a Yellow Book appraisal of Mason Lake Camp to determine its potential for use by the County. CONTRACTOR will work with Integra Realty Resources, a local Seattle based real estate appraiser with significant experience in recreation facility and campground appraisals. CONTRACTOR will work together to assess the site and establish its performance based on the most current standards set forth by the Uniform Appraisal Standards for Federal Land Acquisition (UASFLA). Following the appraisal, CONTRACTOR will create a report outlining the physical characteristics of the site together with a statement of the value of the property including the date of appraisal. 3.2 Develop a Financial Model CONTRACTOR will develop a detailed financial model of the operating revenues and expenses of facilities and programming associated with the public operation of Mason Lake Camp based on market research results and the recommended rate models, including an assessment of the Camp's previous financial performance. Once the recommendations for future usage are determined, CONTRACTOR will conduct an analysis of existing and potential marketing, budgets, financial resources, cost recovery, pricing methodology, and user fees for any recommended services and facilities. CONTRACTOR may suggest a focus on potential additional revenue generation to help cover operational and maintenance costs. From this information, CONTRACTOR will create a conceptual operating and maintenance budget and a financial pro-forma to detail the projected expenses, revenues, and cost recovery. 3.3 Annual Operational Budget Projections Based on all the information gathered and provided, CONTRACTOR will develop annual operational and maintenance budget projections to include all expenses and revenues Docusign Envelope ID:OB00570B-8 E5-42D5-952B-092795FDOF66 associated with the facility. The projected operational and maintenance budgets will include staffing levels,) benefits, commodities, contractual services, and utilities, considering hours of operation and other key operating assumptions. Revenue opportunities may include pricing .strategies, rentals, concessions, program fees, merchandising, events,. partnerships, sponsorships, cost recovery, and desired subsidy levels. CONTRACTOR will identify potential alternative funding sources including grants, foundation's, gifts, sponsorships, fees, etc. Fee si ructures will be based on the identified fees from daily use, rentals, and other factors determined during the comparative analysis. Revenue is estimated taking recommended fee schedules into account. 3.4 Create a Projected Pro-Forma CONTRACTOR will create a five-year pro-forma, projecting the expenses, revenues, cost recovery anticipated when operating Mason Lake Camp. The pro-forma will be based on the operational buidget projections, as well as all the information provided by the County and the Camp's current operators. These figures will project increases in participation, as well as. estimated inflationary costs and/or price changes. Deliverable 4: Financial Assessment Phase 4 - Site Analysis and Conceptual Plans 4.1 Conduct a Site Analysis CONTRACTOR will analyze the existing Mason Camp Site, including a combination of assessing its current facilities, comparing the state of the facilities with current fairground/parjk standards, and reviewing them with other facilities in the region. In the process, CONTRACTOR will actively engage staff regarding their opinions on needs. This- information will help the broader project team evaluate potential needs and focused priorities as well as the potential benefit to the County associated with purchasing the site. The Site Workshop will: • Assess site and facility conditions • Develop a facility lifecycle review with a list of recommended improvements • Develop facility standards • Prepare cost estimates of potential future facilities identified in the planning process Deliverable 5: Site Analysis Phase 5 — Regulatory Review 5.1 Review Regulations CONTRACTORS will assess applicable zoning laws, land use regulations, and other.legal considerations impacting the acquisition and development of the property. i Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 5.2 Assess Land Use CONTRACTOR will create a land-use master plan narrative that includes all supporting materials for review and comment. This assessment will outline potential environmental impacts of the site. CONTRACTOR will finalize a compiled written/graphic report summarizing all plans, focus areas, estimated cost and phasing plan. 5.3 Prepare an American with Disabilities (ADA) assessment of the site CONTRACTOR will evaluate Mason Lake Camp facilities and trails with an eye toward past ADA assessments or transition plans. CONTRACTOR'S approach to reporting will be to provide the County with a report showing clear descriptions and photos of the barriers encountered, the code section and requirement that is defined to achieve compliance, the location of the barriers on a key plan for quick field reference, and theoretical ratings of the general impact the barrier has to overall accessibility. Rating of the costs associated with any finding will be provided (low, moderate, high). Phase 6—Community Impacts 6.1 Assess Social Contributions CONTRACTOR will evaluate potential social contributions provided by the Mason Lake Camp site as a County-owned and operated property. Potential social impacts include improved access to nature, learning opportunities, community engagement, and health benefits, among others. CONTRACTOR will compare the site analysis with the Market Assessment and identify how the site would improve community health and well-being, together with other social impacts. 6.2 Assess Environmental Contributions The Mason Lake Camp site could potentially offer multiple environmental contributions to the County. CONTRACTOR will assess how increased access to the site would potentially impact flora and fauna in the area, as well as potential positive impacts to the County. These may include increased land stewardship among County residents, authentic outdoor experiences, and improved habitat protection for various plant and wildlife species in the area. 6.3 Assess Economic Contributions The objective of the economic contributions assessment is to estimate visitor-based participation numbers and spending impacts associated with the public use of facilities and programs in the defined service area. Such visitor-driven economic impacts are anticipated to include the following: • Annual economic contribution from local businesses directly tied to Mason Lake Camp • Annual economic contribution from local businesses indirectly tied to Mason Lake Camp Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 • The impact of Mason Lake Camp in attracting new residents and visitors, keeping existingi residents here, and in filling employment positions • The economic impact of events held in the campground i CONTRACTOR iwould anticipate conducting the analysis via the approaches described for events-based impacts and casual-use impacts, respectively. The methodologies would be subject to refinement based on data which may be available. CONTRACTOR will determine potential impacts to the local economy vs. the costs to implement.the recommendation. This will also include an analysis of the potential return of investment for development opportunities of programs and assets within_ the campground. I Phase 7— Recommendations 7.1 Develop Recommendations, Implementation Strategies, and a Draft Study CONTRACTOR will begin drafting an easily understandable Feasibility Study Report with a recommended approach and supporting analysis for acquiring Mason Lake Camp. CONTRACTOR will provide cost estimates for a phased implementation plan. i 7.2 Review the Draft Study CONTRACTOR will submit the Draft Feasibility Study Report for preliminary review, and all comments will be incorporated into the final draft. After making these edits, CONTRACTOR will assist in guiding the study through any desired formal adoption process, including a meeting to present it for adoption. Deliverable 6: Draft Feasibility Study for Mason Lake Camp I 7.3 Finalize the Study CONTRACTOR will finalize the development of a Final Feasibility Study Report using input gathered in the final review and approval process. Deliverable 7: IFinal Feasibility Study for Mason Lake Camp Il 1 I I t Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 EXHIBIT B COMPENSATION The proposed costs for completing the County's requested Scope-of-Services is based on a firm,fixed fee inclusive of all time, material,and travel. These costs were developed based on the following factors: •CONTRACTOR'S detailed work plan narrative presented in the Proposal •CONTRACTOR'S staffing plan and resource allocation,which provides the County with the appropriate number of resources and the ideal level of expertiese to complete the tasks defined the Scope-of-Services •CONTRACTOR'S experience conducting projects of similar scope and size Phase 1: Project Management 13,575 Phase 2: Market Analysis 7,222 Phase 3: Financial Modeling 14,035 Phase 4: Site Analysis and Conceptual Plans 19,700 Phase 5:'Regulatory Review 31,784 Phase 6: Community Impacts 4,817 Phase 7: Recommendations 8,392 EXHIBIT C PRELIMINARY SCHEDULE Below is the anticipated schedule for completing the County's requested Scope of Work.CONTRACTOR expects this project to take approximately 8-10 months and will work collaboratively with the County to formalize this Schedule. CONTRACTOR may expedite or elongate this process as necessaryto accommodate the County's needs,while maintaining momentum throughout the work effort. Proposed Project Schedule Months 1 2 3 4 5. 6. I 7 8 9 10 i 1. Project Management i 2. Market Analysis 3. Financial Modeling _ 4.Site Analysis&Conceptual Plans 5. Regulatory Review 6. Community Impacts _ 7. Recommendations II Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 EXHIBIT.D 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 minimum 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 CONTRACT 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 Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 I I 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, and prior to commencement of work. I 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. i 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 i likewise. I 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 subrogatio n 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 liimits of coverage that may affect COUNTY's protection without COUNTY's prior written consent. I S. 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 sums1due 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. i Docusign Envelope ID:OB0057OB-89E5-42D5-9526-092795FDOF66 6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to COUNTY. 7. CONTRACTOR agrees not to self-insure or to use any self-insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its obligations to COUNTY. If CONTRACTOR's existing coverage includes a self-insured retention, the self-insured retention must be declared to the COUNTY. The COUNTY may review options with CONTRACTOR, which may include. reduction or elimination of the self-insured retention, substitution of other coverage, or other solutions. 8. CONTRACTOR will renew the required coverage annually so long as COUNTY, or its employees or agents face an exposure from operations of any type pursuant to this CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated for any reason. Termination of this obligation is not effective until COUNTY executes a written statement to that effect. 9. The limits of insurance as described above shall be considered as minimum requirements. Should any coverage carried by CONTRACTOR or a subcontractor of any tier maintain insurance with limits of liability that exceed the required limits or coverage that is broader than as outlined above,those higher limits and broader coverage shall be deemed to apply for the benefit of any person or organization included as an additional insured and those limits shall become the required minimum limits of insurance in all Paragraphs and Sections of this CONTRACT. 10. None of the policies required herein shall be in compliance with these requirements if they include any limiting endorsement that has not been first submitted to COUNTY and approved of in writing. 11.The requirements in this Exhibit supersede all other sections and provisions of this CONTRACT to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 12. Unless otherwise approved by COUNTY, insurance provided pursuant to these requirements shall be by insurers authorized to do business in Washington and with a minimum A.M. Best rating of A-:VII. Docusign Envelope ID:OB0057OB-89,E5-42D5-952B-092795FDOF66 Exhibit E MINIMUM FEDERAL REQUIREMENTS A. CONTRACTOR, defined as the primary participant and its principals, certifies that to the best of its knowledge and belief they: 1) Are not presently debarred, suspended, proposed for debarment, declared Ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 2) Have not within a three-year period preceding this Contract, been convicted of, or had a civil judgment rendered against them, for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims or obstruction of justice. 3) Are not presently indicted for, or otherwise criminally or civilly charged, by a governmental entity (Federal, State, or local)with the commission of any of the offenses enumerated in paragraph (1)(b) of Federal Executive Order 12549. 4) Have not within a three-year period preceding the signing of this Contract had one or more public transactions (Federal, State, or local) terminated for cause or default. B. Where the CONTRACTOR is unable to certify any of the statements in this Contract, the CONTRACTOR shall attach an.explanation to this Contract. C. The CONTRACTOR agrees by signing this Contract that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction unless authorized by the Department of Commerce. D. The CONTRACTOR further agrees by signing this Contract that it will include the clause title "Certification Regarding Debarment, Suspension, Ineligibility, and VoluntaIry Exclusion-Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: 1) The lower tier subcontractors certify that neither they nor their principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2) Where the lower tier subcontractors are unable to certify to any of the statements in this Contract, such subcontractors shall attach an explanation to this Contract. E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction person, primary covered transaction, principal, and voluntarily excluded, as used in this section have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the Department of Commerce for assistance in obtaining a copy of these regulations. Docusign Envelope ID:OB0057OB-89E5-42D5-952B-092795FDOF66 13.All insurance coverage and limits provided by CONTRACTOR and available or applicable to this CONTRACT are intended to apply to the full extent of the policies. Nothing contained in this CONTRACT limits the application of such insurance coverage. 14.CONTRACTOR agrees to provide prompt notice to COUNTY of any notice of cancellation of any required policy or of any material alteration or non-renewal of any such policy, other than for non-payment of premium. CONTRACTOR shall assure that this provision also applies to any of its employees, agents or subcontractors engaged by or on behalf of CONTRACTOR in relation to this CONTRACT. 15.COUNTY reserves the right at any time during the term of the CONTRACT to change the amounts and types of insurance required by giving the CONTRACTOR ninety(90) days advance written notice of such change. If such change results in substantial additional cost to the CONTRACTOR, the COUNTY and CONTRACTOR may renegotiate CONTRACTOR's compensation. 16. Requirements of specific coverage features are not intended as limitation on other requirements or as waiver 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 CONTRACT. COUNTY assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve COUNTY.