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CONTRACT
0 THIS CONTRACT ("Contract"), entered into by and between GRANT COUNTY, duly
organized and operating under and by virtue of the Constitution and the laws of the State of
Washington, ("County"), and BLACK ROCK CONSTRUCTION AND DEVELOPMENT
LLC. a limited liability corporation duly formed and doing business in the State of asi.ngton
("Contractor").
In consideration of the mutual promises and covenants contained herein, the parties
hereto agree as follows:
1. Work of Contract/Sco-pe of Work. The Contractor shall. do all, work and furnish all tools,
materials, equipment, and things of every description, necessary to complete the tasks and scope
of work as per the request for bids from Grant County including the specifications and drawings
as provided by M.J. Neal Associates and this contract for the Grant County Fairgrounds
Additions Project CSD 2201fg.
Contractor will be responsible to:
I Work in the manner as a General Contractor and construct a bathroom and
storage area as described and specified between the 4H and commercial buildings
AND,
2. Oversee the subcontractors responsible for Plumbing, Electrical, HVAC, and
Sprinkler work as drawn and specified AND,
3. Oversee other contractors as required to perform, all work needed to complete the
project as specified and drawn AND,
4. Ensure all permits and inspections are obtained and completed for all work for
the project AND,
5. Contractor is always required to keep the site clean and free of hazards as the
public will regularly be either passing by this site or utilizing building not
occupied by contractors AND,
6. File all intents and affidavits as required and ensure all subcontractors do the
same in a timely manner. Grant County cannot submit a notice of completion for
the purpose of paying retainage until all contractors have filed affidavits of
wages paid to Labor and Industries.
The term "work" shall mean all work individually and/or collectively performed bythe Contractor during
the project,
2. Project Site. The work shall be accomplished upon the real property commonly known
and situated on or about as 3953 Airway Dr. NE (County Fairgrounds) Moses Lake,
Washington, or as maybe more specifically directed at the sole discretion of the County.
3. Date of Commencement and Date of Completion. The Contractor shall commence the
work described herein upon receiving notice to proceed from the County, Substantial
Blaok Rook Construction Canuncrcial Bathroom CSDZZO I fg Contract... — Tjige 1
REtA.'i9
MAR 14 2022
completion of the work shall occur within 80 days of Notice to Proceed, In any event, Contractor
shall not commence construction until notice to proceed has been provided by the County. The
Contractor shall obtain all necessary permits/bonds prior to the commencement of any work.
4. Contract Sum and Terms. The agreed Contract sum, except for provisions set forth below
in Paragraph 14, and with payment of such Contract Sum subject to provisions set forth below
in Paragraphs 9 and 12, and/or any other provision contained within the Contract which may affect
such Contract Sum to be paid to Contractor, is as follows:
Subtotal $114861239-00
Washington. State Sales Tax (&, 8. % $121-1871.60
Total $15608,110.60
Retainage.(5% of Subtotal)- $74,3.1.95
5% retainage is required red as are intents and affidavits to Washington State Labor and Industries,
Contract is over $35,000 requiring a notice of completion to be filed and approved before
releasing retainage.
Contractor shall submit a monthly billing statement and/or invoice to the Architect. Such billing
statement and/or invoice shall set out the nature of work performed, as well as the time and
materials involved in such work or percentage of work completed as mutually agreed upon by
the Contractor and the County. The County will pay such statement and/or invoice within thirty
(3 0) days of receipt.
5. Performance and Pgyment Bonds,: Required for this project,
6. Retainage: Required for this project.
7. Inde mni and Hold Harmless. The Contractor shall defend, indemnify and hold the
County, its officers, officials, employees and volunteers harmless from any and all claims, injuries,
damages, losses or suits, including attorney fees, arising out of or in connection with the
performance of the contract, except for injuries and damages caused by the sole negligence of
the County.
It is further specifically and expressly -understood that the indemnification provided herein
constitutes the Contractor's waiver of immunity under Industrial Insurance, title 51 RCW, solely
for the purposes of indenun"fication. This waiver has been mutually negotiated by the parties.
The provisions of this section. shall survive the expiration of termination of this contract.
8. Insurance. The Contractor shall procure and maintain for the duration of this contract,
insurance against claims for injuries to persons or damage to property which may arise from or
in connection with the performance of the -work hereunder by the Contractor, its agents,
representatives, employees or subcontractors. The Contractor shall provide a Certification of
Insurance evidencing:
Blac,k ROQk Conitruction CumawrQial Dathroom C5D220I fg Colarw... -- -rage, 2
a. Automobile Liabili1y insurance with limits no less than $1,000,000 combined
single limit per accident for bodily injury and property damage; and
b. Commercial General Liabili insurance written on an occurrence basis with limits
no less than $1,000,000 combined single limit per occurrence and $1,000,000
aggregate for personal injury, bodily injury and property damage. Coverage shall
include but not be limited to: blanket contractual; products/competed operations;
broad form property damage; explosion, collapse and underground (XCU) if
applicable; and employer's liability.
C. Worker's Compensation insurance at the limits established by the State of
Washington.
Any payment of deductible or self-insured retention shall be the sole responsibility of the
Contractor. The County shall be named as an additional insured on the insurance policy, as
respects work performed by or on behalf of the Contractor and a copy of the endorsement
naming the county as additional insured shall. be attached to the Certificate of Insurance. The
Contractor's insurance shall be primary insurance with respect the County and the County shall
be given thirty (3 0) days prior written notice of any cancellation, suspension or material change
in coverage.
CP —
9. Payments Withheld. The County may withhold or, on account of subsequently
discovered evidence, nullify the whole or part of any payment to such extent as may be
necessary to protect County from loss or damage for reasons including but not limited to:
a Work not in accordance with the Contract;
b. Reasonable evidence that the work required by the Contract cannot be completed
for the unpaid balance of the contract sum;
c. Work by the County to correct defective work or complete the work;
d Failure by the Contractor to perform in accordance with the Contract; or
e. Cost or liability that may occur to the County as the result of Contractor's
fault or negligent acts or omissions.
PROVIDED: In any case where part or all of a payment is going to be withheld for
unsatisfactory performance, the County shall notify Contractor in accordance with RCW
39.76.011(b).
10. Authority of County. If the Contractor fails to perfonn the work according to
requirements of the Contract Document, the County shall provide written notice of the deficiency
to the Contractor and Contractor shall have seven days to correct the deficiency in the work. If the
Contractor fails to correct the deficiency in the work within the seven day period or to take and
continue all appropriate steps to initiate the corrections in the event corrections cannot be
Mack Rock Construction Conuncrcial Bathroom CSD220 I fg Contract.., — Page 3
reasonably completed in the seven day period, the County may, withoutprejudice to other
remedies, (a) use County forces, other contractors, or other means to make good the Contractor's
deficiency and (b) deduct from the Contractor's payments the cost of such effort.
11. WarrgDV of Construction. In addition. to any special warranties provided elsewhere in
the Contract Document and/or companion or applicable documents, the Contractor warrants that
all work conforms to the requirements of the Contract and is free of any defect in equipment,
material, or design furnished, or workmanship performed by Contractor.
With respect to all warranties, express or implied, for work performed or materials furnished
according to the Contract, and/or companion or applicable documents, the Contractor shall:
a Obtain all warranties that would be given in normal commercial practice;
b. Require all warranties to be executed, in writing, for the benefit of the County; and
c. Enforce all warranties for the benefit of the County, if directed by the County,
including any subcontractor's, manufacturers, or supplier's warranty that extends beyond
the period specified in the Contract.
d The obligations under this Section shall survive completion.
12. Successors and As The County and Contractor respectively bind themselves, their
partners, successors, assigns, and legal representatives to the other party hereto and to partners,
successors, assigns and leaal representatives of such other party in respect to covenants,
agreements, and obligations contained in the Contract. Neither party shall assign the work
without written consent of the other. If either party attempts to make such an assignment without
such consent, that party shall nevertheless remain legally responsible for all obligations set forth
in the Contract.
13. Chan ,�_ges in Work. The County may, at any time and without notice to Contractor's
surety, order additions, deletions, revisions, or other changes in the work. These changes in the
work shall be incorporated into the Contract Document through the execution, of Change Orders.
If any change in the work ordered by County causes an increase or decrease in the Contract Sum
or the time of performance, an equitable adjustment shall be made, and. such. adjustments(s) shall
be incorporated into a Change Order.
If the County desires to order a change in the work, it may request a written Change Order
proposal from Contractor. Contractor shall submit a Change Order proposal within 14 days of
the request from the County, or within such other period as mutually agreed. Contractor's
Change Order proposal shall include full compensation for implementing the proposed changv.;
in the work, including any adjustment in the contract sura or time of performance, and including
compensation for all delays in connection with such change in the work and for any expense or
inconvenience, disruption of schedule,, or loss of efficiency or productivity occasioned by the
change in the work. Upon receipt of the Change Order proposal, or a request for equitable
adjustment in the contract sum or time of performance, or, both, the County may accept or reject
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the proposal, request farther documentation, or negotiate acceptable terms with Contractor.
Pending agreement on the terms of the Change Order, the County may direct Contractor to
proceed immediately with the Change Order work. Contractor shall notproceed with any change
in the work until it has obtained the County's approval. All work donepursuant to any County -
directed change in the work shall be executed in accordance with the Contract.
14. No Agency ,Relationshi
p. Neither the Contract, nor any agreement implied therefrom,
constitutes the Contractor as an agent or legal representative of the County for any purpose
whatsoever, and the relationship of the Contractor to the County by reason of the Contract
Document shall be that of an independent contractor. The Contractor is notgranted any express or
implied right or authority to assume or create any obligation or responsibility on. behalf of or in
the name ofthe County or to bind the County in any manner or thing whatsoever.
15. Clean V
P. Contractor shall. at all times, keep the project site, including hauling routes,
infrastructures, utilities, and storage areas, free from accumulations of waste materials. Before
completing the work, Contractor shall remove from the premises its rubbish, tools, scaffolding,
equipment, and materials. Upon completing the Work, Contractor shall leave the project site in
a clean, neat, and orderly condition satisfactory to the County. If Contractor fails to clean up as
provided herein, and after reasonable notice from the County, the County may do so and the
cost thereof shall be charged to Contractor.
16, Survival. In the event any clause or provision of this Contract shall be held to be invalid,
then the remaining clauses and provisions shall nevertheless be and remain in full force and
effect.
17, Entire Agreement. The Contract embodies the entire agreement between the parties, all
other agreements, oral or written, are hereby merged into and superseded by the Contract. There
are no other agreements which modify or affect the terms hereof. No amendment hereto shall
be binding unless the terms thereof are in writing signed by both parties. Time is of the essence,
No verbal or other agreements modify or affect the Contract.
18. Explanation of Documents. The Contract been fully reviewed by the Contractor. The
Contractor has had the opportunity to consult with legal counsel as to the legal effect of the
Contract.
19. Notices, All notices which may be required pursuant to the terms hereof are -to be in
writing and delivered personally to the party to receive the same or mailed by regular 'mail,
postage prepaid to the address specified adjacent to the parties' signatures. All notices shall be
deemed served upon delivery thereof or three (3) days following deposit of the notice in the U.S.
mails as required herein.
20. Headings, Construction. The headings of the sections and paragraphs are inserted Solely
for the convenience of the parties and, are not a part of and are not intended to govern, limit or aid
Black. Rock Con3truction Commercial Bathroom CSD2201fg Contract- — Page 5
in the construction of any term or provision hereof. In construing the parties'intent with regard to
this contract, no greater or stricter construction of any term. or provision hereof shall be asserted
against the County as drafter.
21, Disputes, Attorneys' Fees. In any controversy, claim or dispute arising out of, or relating
to, this contract or the method and manner of performance thereof or the breach thereof, the
prevailing party shall be entitled to be awarded its reasonable attorney's fees in addition to such
other damages as are appropriate. If neither party wholly prevails, the party that substantially
prevails, shall be awarded its reasonable attorneys' fees as litigation expenses. For thepurposes
of this provision, the terms "proceeding" and "litigation" shall include arbitration, administrative,
bankruptcy, and judicial proceedings, including appeals therefrom. Forpurposes of this contract,
the actual attorneys' fees incurred shall be deemed "reasonable".
22. Governiniz Law, Venue. The performance and interpretation of the Contract Document
shall be governed and interpreted in accordance with the laws of the State of Washington. Any
litigation arising out of or in connection with this Contract shall be conducted in Grant County,
Washington.
Black Rock Construction Commercial Bathroom CSD220 1 fg Contract.., —Page 6
Dated the of
CONTRACTOR:
Black Rock Construction and
Development LLC.
PO Box 456,
Moses Lake WA, 98837
By.
Mathews, Bruce, Partner
License No. BLACKRC947PS
.TBI No. 602-647-690
Dated the Jdn of 4/flG�'1 2022.
S ST:
T"
Bar ar J. Vasquez
J. V
Cl f
I
Cl � Nkf the Board
Approved y as o orm:
r)
By
Kevin McCrae, Prosecuting Attorney
Date:
BOARD OF COUNTY COMNUSSIONERS
GRANT COUNTY, WASHINGTON
Danny Ston ,Chair
Black Rock Construction Commercial Bathroom ("'`RD22f)l fg Cnnt-rqc-j- —'P-qUP. 7
MEEM