HomeMy WebLinkAboutAgreements/Contracts - FairgroundsK 19-093 -=4 13
CONTRACT
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 A&D Fire Sprinklers Inc., a corporation duly formed and doing
business in the State of Washington ("Contractor").
In consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:
1. Work of Contract/Scope of Work. The Contractor shall do all work and furnish all tools,
materials, equipment, and things of every description, necessary to complete the following tasks and
scope of work as per the request for bids, and walkthrough for the Ardell Fire Suppression System
Installation CSD 1913
a Any and all engineering above that found in the RFB
b. Complete installation of both fire sprinklers and fire alarm systems
c Construction of the riser room
d All excavating required for connections to utilities
e. Utility connections to existing systems on the fairgrounds
f Any locates, surveying, civil engineering or permitting required.
g Any and all electrical systems required for a complete and functioning sprinkler
and fire alarm system.
h Any and all controls required for a functional sprinkler and fire alarm system
i All inspections
j. Contractor is responsible for a clean and orderly job site
k Contractor is responsible for the thorough inspection of the arena floor to ensure
its free of debris that could harm animals.
(*) As per Washington L&I: A&D Fire Sprinklers has a recognized
Apprenticeship Program and may use apprentice labor on this project.
Contractor shall leave the project site in a clean condition with all debris recovered and removed.
The term "work" shall mean all work individually and/or collectively performed by the Contractor
during the project.
2 Proiect Site. The work shall be accomplished upon the real property commonly known and
situated on or about as 3953 Airway Dr. NE, Moses Lake, Washington, In and around the Ardell
Pavilion or as may be more specifically directed at the sole discretion of the County.
3. Date of Commencement and Date of Completion. The Contractor shall commence the work
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described herein upon receiving notice to proceed from the County. Substantial completion of the
work shall occur on or before July24th 2019, or at such other time as may be mutually agreed
upon by the parties. 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 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
$213,693.00
Washington State Sales Tax @ 7.9%
$16,881.75
Total
$230,574.75
Retainage (5% of Subtotal)
$10,684.65
The Contract sum shall be $213,693.00, plus all applicable taxes (sales tax at 7.9
percent or $16,881.75) any additional costs resulting from jurisdictional requirements maintained
by an additional authority; permit costs as needed; and, all materials and/or labor to complete
the scope of work described herein.
5% retainage is required 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 County. 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
(30) days of receipt.
5. Performance and Payment Bonds: Required for this project.
6. Retainage: Required for this project.
7. Indemnity 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 indemnification. This waiver has been mutually negotiated by the
parties. The provisions of this section shall survive the expiration of termination of this
contract.
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& 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:
a Automobile Liability insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
b. Commercial General Liability 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 (30) days prior written notice of any cancellation, suspension or material change
in coverage.
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).
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10. Authority of County. If the Contractor fails to perform 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
reasonably completed in the seven day period, the County may, without prejudice 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.
It. Warranty 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 Assigns. 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 legal 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. Changes 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 change in the work,
including any adjustment in the contract sum or time of performance, and including compensation
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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 the proposal, request further
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 not proceed with any change in the work until it has obtained the County's
approval. All work done pursuant to any County -directed change in the work shall be executed in
accordance with the Contract.
14. No Agency Relationship. 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 not granted 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 Ute. 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. hi 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 in the
A&D Fire Sprinklers Inc Contract — Page 5
46,
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 the purposes of this provision, the
terms "proceeding" and "litigation" shall include arbitration, administrative, bankruptcy, and judicial
proceedings, including appeals therefrom. For purposes of this contract, the actual attorneys' fees
incurred shall be deemed "reasonable".
22. Governing 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.
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e6NA,(;,
Dated the T4 of Age: 2019.
CONTRACTOR:
A&D Fire Sprinklers Inc.
10311 E Montgomery Dr
Spokane WA 99206
By: _ _
G nz eg, Louis, General NAnager
License No. DFIREFS832QB
UBI No. 604 151 600
Dated the% r of72019.
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY, VVASHINGTON
Tom Taylor,
Cindy
A ST:
I / (—)1f-11411—, ,
B para J. Vasq z
Clerk of the Board
Approved a to form:
By
Kevin M Crae
Deputy Prosecuting Attorney
Date: � i � `�/ I q
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