HomeMy WebLinkAboutHerrera Mason Lake Comprehensive Aquatic Plant Survey - Contract MASON COUNTY
and
HERRERA ENVIRONMENTAL CONSULTANTS, INC.
PROFESSIONAL SERVICES CONTRACT
This CONTRACT is made and entered into by and between Mason County, hereinafter referred
to as "COUNTY" and Herrera Environmental Consultants, Inc. "CONTRACTOR" referred to as
"CONTRACTOR." COUNTY and CONTRACTOR are referred to collectively as the "parties."
RECITALS:
WHEREAS, Mason County has received funding through Washington State Department of
Ecology Grant No. WQAIP-2026-MaCoPW-00124 to complete a comprehensive aquatic plant
survey for Mason Lake; and
WHEREAS, the County solicited proposals and selected Herrera Environmental Consultants,
Inc. to perform the required professional services; and
WHEREAS, the Board of County Commissioners finds that entering into this Agreement serves
a public purpose and supports implementation of the Mason Lake Integrated Aquatic Vegetation
Management Plan;
NOW, THEREFORE, for and in consideration of the CONTRACT made, and the payments to be
made by COUNTY, the parties agree to the following:
Special Conditions
Funding Source:
Washington State Department of Ecology Grant No. WQAIP-2026-MaCoPW-00124.
Required County Matching Funds:
Any matching funds under this contract will be paid from the Mason County Mason Lake
Management Fund.
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General Conditions
Scope of Services:
CONTRACTOR agrees to provide COUNTY the services and any materials as set forth as
identified in "Exhibit A Scope-of-Services," during the CONTRACT period. No material, labor or
facilities will be furnished by COUNTY, unless otherwise provided for in the CONTRACT.
Term:
The performance period for this CONTRACT will start upon execution and end on December
31, 2026.
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.
Extension:
The duration of this CONTRACT may be extended by mutual written consent of the parties, for
a period of up to one year.
Compensation:
CONTRACTOR shall be reimbursed for actual work completed in accordance with Exhibit A, up
to a maximum total compensation of$23,196.
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.
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CONTRACTOR shall not subcontract any material portion of the services without prior written
approval of Mason County.
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"B."
Withholding Payment:
In the event the CONTRACTOR has failed to perform any obligation under this CONTRACT
within the times set forth in this CONTRACT, then COUNTY may, upon written notice, withhold
from amounts otherwise due and payable to CONTRACTOR, without penalty, until such failure
to perform is cured or otherwise adjudicated. Withholding under this clause shall not be
deemed a breach entitling CONTRACTOR to termination or damages, provided that COUNTY
promptly gives notice in writing to the CONTRACTOR of the nature of the default or failure to
perform, and in no case more than ten (10) days after it determines to withhold amounts
otherwise due. A determination of the Administrative Officer set forth in a notice to
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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.
Debarment:
CONTRACTOR certifies that regarding debarment, suspension, and other responsibility matters
primary covered transactions, required by the regulations implementing Executive Order 12549,
Debarment and Suspension, Title 29 CFR Part 97.35
1. The prospective primary participant certifies to the best of its knowledge and belief, that it
and its principles:
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded by any Federal department or agency;
b. Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connections with obtaining, attempting to obtain, or performing a public (Federal, State
or local)transaction or contract under a public transaction; violation of Federal or State
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statement, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charges by a governmental
entity (Federal, State or local)with commission of any of the offenses enumerated in
paragraph 1.b. of this certification; and
d. Have not within a three-year period preceding this application/proposal had one or more
public transactions (Federal, State or local) terminated for cause or default.
2. Where the prospective primary participants are unable to certify to any of the statements in
this certification, such prospective participant shall attach an explanation to this proposal.
3. The CONTRACTOR certifies by execution of this contract that they have authority to
execute this Certification.
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.
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
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any manner by the existence of the conflict, actual or potential. Thereafter, COUNTY may
require CONTRACTOR to take reasonable steps to remove the conflict of interest. COUNTY
may also terminate this CONTRACT according to the provisions herein for termination.
Non-Discrimination in Employment:
COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of
employment for all qualified applicants and employees without regard to race, color, creed,
religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status.
CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or
applicant for employment on the grounds of race, color, creed, religion, national origin, sex,
sexual orientation, age, marital status, disability, or veteran status, except where such
constitutes a bona fide occupational qualification.
Furthermore, in those cases in which CONTRACTOR is governed by such laws,
CONTRACTOR shall take affirmative action to insure that applicants are employed, and treated
during employment, without regard to their race, color, creed, religion, national origin, sex, age,
marital status, sexual orientation, disability, or veteran status, except where such constitutes a
bona fide occupational qualification. Such action shall include, but not be limited to: advertising,
hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits,
selection for training including apprenticeship, and participation in recreational and educational
activities. In all solicitations or advertisements for employees placed by them or on their behalf,
CONTRACTOR shall state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex or national origin.
The foregoing provisions shall also be binding upon any sub-contractor, provided that the
foregoing provision shall not apply to contracts or sub-contractors for standard commercial
supplies or raw materials, or to sole proprietorships with no employees.
Non-Discrimination in Client Services:
CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national
origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an
individual or business any service or benefits under this CONTRACT; or subject an individual or
business to segregation or separate treatment in any 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 Noncom petition:
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.
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 absolute 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
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request.
Work Product:
CONTRACTOR will provide COUNTY with all work product including; reports, surveys, studies,
data collected and other as appropriate prior to the release of the final payment for services.
Patent/Copyright Infringement:
CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand
brought against COUNTY, to the extent such action is based on the claim that information
supplied by the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those
costs and damages attributable to any such claims that are finally awarded against COUNTY in
any action. Such defense and payments are conditioned upon the following:
A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim.
B. CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for
COUNTY the right to continue using the information, in the event such claim of infringement, is
made, provided no reduction in performance or loss results to COUNTY.
Confidentiality:
CONTRACTOR, its employees, sub-contractors, and their employees shall maintain the
confidentiality of all information provided by COUNTY or acquired by CONTRACTOR in
performance of this CONTRACT, except upon the prior written consent of COUNTY or an order
entered by a court after having acquired jurisdiction over COUNTY. CONTRACTOR shall
immediately give to COUNTY notice of any judicial proceeding seeking disclosure of such
information. CONTRACTOR shall indemnify and hold harmless COUNTY, its officials, agents
or employees from all loss or expense, including, but not limited to, settlements,judgments,
setoffs, attorneys' fees and costs resulting from CONTRACTOR's breach of this provision.
Right to Review:
This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its
designee shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the Administrative Officer or by
COUNTY's Auditor's Office. Such review may occur with or without notice and may include, but
is not limited to, on-site inspection by COUNTY agents or employees, inspection of all records or
other materials which COUNTY deems pertinent to the CONTRACT and its performance, and
any and all communications with or evaluations by service recipients under this CONTRACT.
CONTRACTOR shall preserve and maintain all financial records and records relating to the
performance of work under this CONTRACT for six (6) years after CONTRACT termination, and
shall make them available for such review, within Mason County, State of Washington, upon
request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any
inspections, audits, or program review by any individual, agency, or governmental unit whose
purpose is to review the services provided within the terms of this CONTRACT. If no advance
notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative
Officer as soon as it is practical.
Insurance Requirements:
At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements
detailed in "Exhibit C Insurance Requirements."
Insurance as a Condition of Payment:
Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the
CONTRACTOR's strict compliance with all insurance requirements under this CONTRACT.
Payment to CONTRACTOR shall be suspended in the event of non-compliance.
Upon receipt of evidence of full compliance, payments not otherwise subject to
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withholding or set-off will be released to CONTRACTOR.
Proof of Insurance:
CONTRACTOR shall provide certificates of insurance to County as evidence of the insurance
coverage required herein. Insurance certificates and endorsement must be approved by County's
Risk Manager prior to commencement of performance. Current certification of insurance shall be
kept on file with County at all times during the term of this contract. County reserves the right to
require complete, certified copies of all required insurance policies, at any time.
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 1) are caused in whole or in part by any act or omission, negligent or
otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR's
subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising
out of, resulting from, or in connection with performance of this CONTRACT; or 3) are based
upon CONTRACTOR's or its subcontractors' use of, presence upon or proximity to the property
of COUNTY. This indemnification obligation of CONTRACTOR shall not apply in the limited
circumstance where the claim, damage, loss or expense is caused by the sole negligence of
COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way
by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other
workmen's compensation act, disability benefit act or other employee benefit act, and the
CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing
indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to
enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been
mutually negotiated by the parties.
Participation by County— No Waiver. COUNTY reserves the right, but not the obligation, to
participate in the defense of any claim, damages, losses or expenses and such participation
shall not constitute a waiver of CONTRACTOR's indemnity obligations under this CONTRACT.
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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.
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, County
Administrator, or 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:
Travis Adams
County Administrator
Mason County
411 N 5th Street
Shelton, WA 98584
Phone: 360-427-9670 Ext. 530
tadams(c�masoncountywa.gov
CONTRACTOR's Primary Contact's Information:
Eliza Spear
2200 Sixth Avenue, Suite 1100
Seattle, WA 98121
Phone: 206-787-8269
espear@herrerainc.com
Notice:
Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT
except service of process, notice shall be given by CONTRACTOR to COUNTY's
Administrative Officer under this CONTRACT. Notices and other communication may be
conducted via e-mail, U.S. mail, fax, hand-delivery or other generally accepted manner
including delivery services.
Modifications:
Either party may request changes in the CONTRACT. Any and all agreed modifications, to be
valid and binding upon either party, shall be in writing and signed by both of the parties.
Termination for Default:
If CONTRACTOR defaults by failing to perform any of the obligations of the
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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. If the CONTRACT is terminated
for default, CONTRACTOR shall not be entitled to receive any further payments under the
CONTRACT until all work called for has been fully performed. Any extra cost or damage to
COUNTY resulting from such default(s) shall be deducted from any money due or coming due
to CONTRACTOR. CONTRACTOR shall bear any extra expenses incurred by COUNTY in
completing the work, including all increased costs for completing the work, and all damage
sustained, or which may be sustained by COUNTY by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason
that CONTRACTOR was not in default, the rights and obligations of the parties shall be the
same as if the notice of termination had been issued pursuant to the Termination for Public
Convenience paragraph hereof.
Termination for Public Convenience:
COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in
its sole discretion, that such termination is in the interests of COUNTY. Whenever the
CONTRACT is terminated in accordance with this paragraph, CONTRACTOR shall be entitled
to payment for actual work performed in compliance with Exhibit A Scope-of-Services and
Exhibit B Compensation. An equitable adjustment in the CONTRACT price for partially
completed items of work will be made, but such adjustment shall not include provision for loss of
anticipated profit on deleted or uncompleted work. Termination of this CONTRACT by COUNTY
at any time during the term, whether for default or convenience, shall not constitute breach of
CONTRACT by COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its
sole discretion, that such termination is necessary due to a decrease in available funding
including State and/or Federal grants. Whenever the CONTRACT is terminated in accordance
with this paragraph, the CONTRACTOR shall be entitled to payment for actual work performed
in compliance with Exhibit A Scope-of-Services and Exhibit B Compensation.
Disputes:
1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the
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.
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
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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 (MA)
rules in effect on the date hereof, as modified by this CONTRACT. There shall be one arbitrator
selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or
any other group having similar credentials. Any issue about whether a claim is covered by this
CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law and
may award injunctive relief, equitable relief(including specific performance), or any other
remedy available from a judge, including expenses, costs and attorney fees to the prevailing
party and pre-award interest, but shall not have the power to award punitive damages. The
decision of the arbitrator shall be final and binding and an order confirming the award or
judgment upon the award may be entered in any court having jurisdiction. The parties agree
that the decision of the arbitrator shall be the sole and exclusive remedy between them
regarding any dispute presented or pled before the arbitrator. At the request of either party
made not later than forty-five (45) days after the arbitration demand, the parties agree to submit
the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided,
that either party may decline to mediate and proceed with arbitration.
Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought
within six (6)years after the initial occurrence giving rise to the claim, dispute or issue for which
arbitration is commenced, regardless of the date of discovery or whether the claim, dispute or
issue was continuing in nature. Claims, disputes or issues arising more than six (6) years prior
to a written request or demand for arbitration issued under this CONTRACT are not subject to
arbitration.
Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of any
of the terms of this CONTRACT, the venue of such action of litigation shall be in the 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.
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Order of Precedence:
A. Applicable federal, state and county statutes, regulations, policies, procedures, federal Office
of Management and Budget (OMB) circulars and federal and state executive orders.
B. Funding source agreement(s) including attachments
C. Exhibit C Insurance Requirements
D. Special Conditions
E. General Condition
F. Exhibits A and B
Entire Contract:
This written CONTRACT, comprised of the writings signed or otherwise identified and attached
hereto, represents the entire CONTRACT between the parties and supersedes any prior oral
statements, discussions or understandings between the parties.
HERRERA ENVIRONMENTAL BOARD OF COUNTY COMMISSIONERS
CONSULTANTS, INC MASON COUNTY,IWASHINGTON
3 t
Theresa M. Wood, Vice President Travis Adams,County,Administrator
August 26, 2026 "
Dated: 9 Dated: J �� ��"°� �
APPROVED AS TO FORM:
Tim White ead, Chief DPA
EXHIBIT A
SCOPE OF SERVICES
Project: Mason Lake Comprehensive Aquatic Plant Survey.
Task 1 — Project Management: Budget$2,180
• Contract administration, monthly invoices and progress reports.
• Coordination with Mason County and Mason Lake Management District#2.
• Budget tracking and project communications.
Task 2—Aquatic Plant Survey: Budget$18,079
• Conduct a comprehensive aquatic plant survey in accordance with Ecology Publication 23-
03-112.
• Complete point-intercept survey and mapping of native, invasive, nuisance, and floating-
leaved plants.
• Map rare aquatic plant colonies and invasive species.
• Conduct a 100% suitable habitat survey for water lobelia.
• Known water lobelia colonies shall be surveyed visually and shall not be rake sampled
unless authorized in writing by Mason County.
• Coordinate survey timing and methodology with Mason County to satisfy Ecology
expectations.
• Follow Clean Drain Dry/ BMP decontamination procedures.
Task 3— Mapping and Deliverables: Budget$2,938
• Species inventory.
• Density and location maps for problem weeds.
• Bathymetric and GIS mapping.
• GPS data in .gpx format.
• Digital deliverables supporting future IAVMP updates.
Schedule:
Fieldwork July—September 15, 2026.
Preliminary results due October 31, 2026.
Final deliverables due December 31, 2026.
Additional work outside this scope requires a written amendment approved by both parties.
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EXHIBIT B
COMPENSATION
A. Compensation:
CONTRACTOR shall be reimbursed for actual work completed in accordance with
Exhibit A, up to a maximum total compensation of$23,196
B. Requests for Payment:
1. Invoices may be submitted monthly and shall identify work completed by task and
remaining balance. The invoice is also to include performance period; date of
submission; CONTRACTOR's name, remittance address and phone number; invoice
total; and any additional applicable information.
2. Submit invoice with required performance report via e-mail to
kathyc(a�masoncountywa.gov and jbämasoncountywa.gov
3. Payment will be made to CONTRACTOR within thirty (30) days of the receipt of a
complete and accurate invoice.
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WAHERRERA
Cost Estimate for Mason Lake IAVMP Update
Herrera Project No. 24-08575-000
6/29/2026 Task No.
Herrera Labor based on: Burdened Labor Rates
Banish,Nicholas Scientist iii $152.64 1 47 6 54
Spear,Eliza Scientist IV $221.76 5 39 1 45
Zlsette,Rob Scientist VI $324.95 I 1 1 0 2
Bagnlewskl,Ben GIS Analyst II $120.01 2 15 17
Maloof,Charles Project Accountant III $148.39 4 0 4
lotalHoursperlaskL u 89 I 22 122
Subtotal Labor $2,180 f $16,388 I $2,938 $21,505
Subtotal Herrera Labor $2,180 $16,385 $2,938 $21,505
Travel and Per Diem(PD)
Auto Use Mile $0.725 0 160 0 160
Lodging Day $300.00 0 3 0 3
Meals Day $60.00 0 3 0 3
Subtotal Per Diem $0 $1,196 $0 $1,196
Other Direct Costs(ODCs)
Inflatable boat/motor Day $150.00 0 3 0 3
Decontamination supplies Day $15.00 0 3 0 3
Subtotal ODCs $0 $495 $o $495
Subtotal Per Diem,Lab Costs,and ODCs $o $1,691 $o $1.691
Grand Subtotal $2,180 $18,079 $2,938 $23,196
Grand Total
Note:Herrera adjusts labor rates annually In January unless contract specifies otherwise.
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EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting CONTRACTOR's indemnification of COUNTY, and prior to commencement of
Work, CONTRACTOR shall obtain, provide and maintain at its own expense during the term of
this Agreement, policies of insurance of the type and amounts described below and in a form
satisfactory to COUNTY.
A. MINIMUM Insurance Requirements:
1. Commercial General Liability Insurance using a standard ISO CG 00 01 occurrence
form, including premises, operations, products and completed operations, contractual
liability with limits no less than $1,000,000 per occurrence, $2,000,000 General Aggregate
and $2,000,000 Products-Completed Operations Aggregate for bodily injury, personal injury,
and property damaged. Coverage shall include Employer's Liability (stop gap).
The Commercial General Liability Coverage shall include the following endorsements:
The County, its Board, officers, agents and employees shall be included as Additional
Insureds either by specific endorsement naming these parties or a blanket additional insured
endorsement applicable "when required by written contract or agreement".
Primary, Non-contributory endorsement, both in favor of the County, its Board, officers,
agents and employees or a blanket waiver of subrogation endorsement applicable "when
required by written contract or agreement".
The Commercial General Liability Coverage shall not include the following endorsements:
i)Amendment of Contractual Liability
ii)Total Pollution Exclusion
iii) Cross Suits Liability Exclusion
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 at least as broad as ISO form CA 00 01 including owned, non-
owned and hired autos, covering bodily injury and property damage for all activities of the
CONTRACTOR arising out of or in connection with the Work to be performed under this
CONTRACT. 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 CONTRACTOR agrees to maintain continuous coverage through a period no
less than three (3)years after completion of the services required by this CONTRACT.
5. Watercraft Liability. If the performance of this CONTRACT involves the ownership,
operation, lease, rental, borrowing, or use of any watercraft, CONTRACTOR shall maintain
liability insurance covering such operations with limits of not less than $1,000,000 per
occurrence. Such coverage may be provided under the Commercial General Liability policy, a
Watercraft Liability policy, or another policy providing equivalent coverage acceptable to
COUNTY. Coverage shall apply to all watercraft used in connection with the performance of
this CONTRACT.
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6. 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. 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.
8. CONTRACTOR will renew the required coverage annually as long as COUNTY, or its
employees or agents face an exposure from operations of any type pursuant to this
CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated
for any reason. Termination of this obligation is not effective until COUNTY executes a written
statement to that effect.
9. The limits of insurance as described above shall be considered as minimum requirements.
Should any coverage carried by CONTRACTOR or a subcontractor of any tier maintain
insurance with limits of liability that exceed the required limits or coverage that is broader than
as outlined above, those higher limits and broader coverage shall be deemed to apply for the
benefit of any person or organization included as an additional insured and those limits shall
become the required minimum limits of insurance in all Paragraphs and Sections of this
CONTRACT.
10. None of the policies required herein shall be in compliance with these requirements if they
include any limiting endorsement that has not been first submitted to COUNTY and approved of
in writing.
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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-:Vll.
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.
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