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Contract - 03-14-2023 - 12677 - Contract Award and Execution with Accurate Electric Unlimited, Inc. for the Juvenile Detention Securty System Maintenance Services AS-12677 Motion Items 13. BOCC Agenda Meeting Date: 03/14/2023 Contract Award and Execution: Juvenile Detention Security System Maintenance Services #2022-0041-01 Submitted For: Ashley Claussen Submitted By: Ashley Claussen Department: Juvenile Information Subject and Summary Statement In September 2022 the Purchasing Services Department requested proposals on behalf of the Cowlitz County Juvenile Detention Center for security system support, repair, and quarterly preventative maintenance services. One proposal was received from Accurate Electric Unlimited, Inc. The first year of the requested agreement will be for an amount not to exceed $14,524.65 including tax, with increases for additional service years as outlined below: 2024 - $14,785.57 2025 - $15,133.46 2026 - $15,481.36 There are sufficient appropriations in the department budget, along with termination and non-appropriation language standard to multi-year agreements. Will Staff Attend - NAME OF STAFF Yes - Nick Maudlin/George Moya Department Recommendation Staff recommends that the Board move to award and execute the attached agreement for security system support, repair, and quarterly preventative maintenance services to Accurate Electric Unlimited. Fiscal Impact Expenditure Required $: 14,524.65 Budget Sufficient Y-N: Y Amendment Required Y-N: N Source of Funds -What Dept ? : Juvenile Grant Y-N: N Attachments Agreement Form Review Form Started By:Ashley Claussen Started On:03/01/2023 09:55 AM Final Approval Date:03/01/2023 PERSONAL SERVICES AGREEMENT Contract Number: 2022-0041-01 P. - S THIS AGREEMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of Washington, (hereinafter called "County" or "Cowlitz County") and Name: Accurate Electric Unlimited, Inc. Address: PO Box 871866 Vancouver,WA 98687 Phone N°: 360-798-8546 (hereinafter called "Contractor"). This Agreement is comprised of: ® Attachment A— Scope of Work ® Attachment B—Compensation ® Attachment C— General Conditions ® Attachment D —Special Terms and Conditions ® Attachment E—Contractor Proposal Dated February 1, 2023 ® Attachment F— Prevailing Wage Rates copies of which are attached hereto and incorporated herein by this reference as if fully set forth. The term of this Agreement shall commence on the 1st day of March 2023 and shall, unless terminated as provided elsewhere in the Agreement, terminate on the 31s' day of December 2026. The County reserves the right to extend the contract for up to two additional two-year periods. IN WITNESS WHEREOF, the parties have executed this Agreement on this _1.q'day of 2023. CONTRACTOR: COWLITZ COUNTY: Vlf Dennis P. Weber, Chairman Print name: Jordon William Dixon Title: President �` bse, 1�'— �x'e�� Arne Mortensen, Commis ner Date: 2-28-23 (a7�(Optional for Commissioner Appro va� Richard R. Dahl, Commis 'Qner A EST: OCC approval subject to Board ratification or authorization) b Kelly om wsky, Cferk of the Boa toWUrz RACT HAS BEEN APPROVED AS TO FORM BY ITZ COUNTY PROSECUTING ATTORNEY [2014_ver. 3] � � CDoouNry 0 _ WADM � p 3�� . 5�� PERSONAL SERVICES AGREEMENT ATTACHMENT A SCOPE OF WORK Cowlitz County hereby engages the Contractor to serve as an independent contractor providing security system installation, maintenance, and repair services to the County on the terms and conditions set forth in this Agreement. The Contractor agrees to complete the services on behalf of Cowlitz County as described below, including the following elements: 1. Remote support telephone number provided to the County with an included allowance of ten (10) support hours. a. Telephone support calls shall be received twenty-four(24) hours per day, seven(7)days per week. Contractor shall respond to routine support calls within two (2) hours. b. Emergency support and service requests shall be received twenty-four (24) hours per day, seven (7) days per week. On-site response to emergency requests shall be within twelve (12) hours from the receipt of call. 2. Twice-yearly preventative maintenance (PM) visits to include inspection, updates, replacement of hardware and components, performance analysis and testing completed via scheduled quarterly onsite visits. 3. PM visits will include, but not be limited to: a. Network security evaluation b. Workstation and server software testing c. Workstation hardware cleaning d. Virus protection and memory evaluation e. PLC evaluation, repair and replacement as necessary f. Intercom and paging system evaluation g. Digital and analog camera system testing h. Locking door system evaluation i. Recommendations for improvements outside of routine or preventative maintenance. Additions or changes outside of this scope shall not be implemented until reviewed and approved by the County. 4. Status and progress summary reports to include dates, durations, contact information, original problem, and troubleshooting method employed, resolution to the repair, and potential recommendations to prevent the failure in the future. Recommended additions or changes outside of this scope shall not be implemented until reviewed and approved by the County. 5. Additional services and/or activities as detailed in Attachment E - Contractor Proposal Dated February 1, 2023 In the event the Contractor, or its agents or assigns, are unable to complete their work as scheduled, the contract period and compensation may be adjusted by mutual agreement of the County and Contractor. Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT B COMPENSATION 1. ®a. FIXED FEE FOR SERVICE: For services rendered, the Contractor shall be compensated according to the fixed rate schedule below: RATES HOURLY TRAVEL REMOTE TRIPS WA SALES RATE�,v,lh SERVICE TIME ON SITE SUPPORT PER TAX& ANNUAL ,dm;,,;,,;,ha;o ) YEAR LABOR MILEAGE LABOR ENGINEER YEAR SUBTOTAL FILING FEE TOTAL S13S.00 'n'2 S155.00 1023 S1.240 00 S240.00 1 .13,7_20.00 S1,480,00 2 M3.360.00 S1,164.65 $14,524.65 S160.00 20_1 S1.280.00 S710.00 S3.8 40.o0 S1,440" $13,600.00 S1,185.57 $14,785,57 S165.00 ?0>> S1.3_'0.00 S_240 00 S3.960.00 S1,440 513,920.00 SL213,46 $15,133.46 S170.00 2026 S1.360.00 S240 00 Sa.o80.0o S1,440.00 � M4.240.00 S1.241.36 $15,481.36 Each request for payment shall be supported by an invoice specifying the tasks completed up to the request for payment and the payment amount requested. In no event shall payment be sought for an amount greater than rates and annual totals detailed above. OR ❑ b. HOURLY RATES: For services rendered,the County shall compensate the Contractor at the following hourly rates: Position &Location HourlE Rate Payments for completed tasks shall be matte no more Frequently than ❑ monthly; ❑ quarterly; ❑ semi- annually; ❑ annually; ❑ at completion of project; ❑ other (specify): Each request for payment shall be supported by an invoice specifying: the name/position of the Contractor's employee if two or more are identified above; number of hours worked; completed tasks for which compensation is sought and; payment amount requested. In no event shall Contractor be compensated in excess of for the completed work set forth in Attachment"A." 2.AND ® a. The compensation set forth herein includes, without limitation: labor, materials, equipment, travel, telephone, computer, copiers and the like. OR ❑ b.The County shall reimburse the Contractor for actual expenses incurred for travel, telephone, copiers and computer. Reimbursement for airfare, mileage, meals and/or accommodations shall be at the same rate as that applicable to county employees traveling on county business. OR ❑ c. Other (specify) The County, in addition to the compensation herin set forth shall provide to the Contractor the following: Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT C GENERAL CONDITIONS 1. Scope of Contractor's Services.The Contractor agrees to provide to the County services and any materials set forth in the project narrative identified as Attachment A during the agreement period. No material, labor, or facilities will be furnished by the County, except as provided for herein. 2. Accounting and Payment for Contractor Services. Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment B unless specifically stated in Attachment B, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. 3. Delegation and Subcontracting. Contractor's services are deemed personal and no portion of this contract may be delegated or subcontracted to any other individual, firm or entity without the express and prior written approval of the County Project Manager. 4. Independent Contractor. The 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 or master/servant. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment B and the Contractor is not entitled to any county 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 Cowlitz County employees. The Contractor represents that it maintains a separate place of business, serves clients other than the County, will report all income and expense accrued under this contract with the Internal Revenue Service on a business tax schedule, 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. In the event that either the state or federal government determines that an employer/employee or master/servant relationship exists rather than an independent contractor relationship such that Cowlitz County is deemed responsible for federal withholding, social security contributions, workers compensation and the like, the Contractor agrees to reimburse Cowlitz County for any payments made or required to be made by Cowlitz County. Should any payments be due to the Contractor pursuant to this Agreement, the Contractor agrees that reimbursement may be made by deducting from such future payments a pro rata share of the amount to be reimbursed. Notwithstanding any determination by the state or federal government that an employer/employee or master/servant relationship exists, the Contractor, its officers, employees and agents, shall not be entitled to any benefits which Cowlitz County provides to its employees. 5. No Guarantee of Em In ment. 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 the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. 6. Regulations and Reguirements.This Agreement shall be subject to all federal, state and local laws, rules, and regulations. 7. Right to Review.This contract is subject to review by any federal or state auditor. The County shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County Project Manager. 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 the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for six (6) years after contract termination, and shall make them available Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT C for such review, within Cowlitz County, State of Washington, upon request, during reasonable business hours. 8. Modifications. Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 9. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. Mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor agrees to bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the 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 the 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. 10. Termination for Public Convenience.The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed for completed items of work. 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 the County at any time during the term,whether for default or convenience, shall not constitute a breach of contract by the County. 11. Termination Due to Insufficient Funds. If sufficient funds for payment under this contract are not appropriated or allocated or are withdrawn, reduced, or otherwise limited, the County may terminate this contract upon thirty (30) days written notice to the Contractor. No penalty or expense shall accrue to the County in the event this provision applies. 12. Termination Procedure. The following provisions apply in the event that this Agreement is terminated: (a) The Contractor shall cease to perform any services required hereunder as of the effective date of termination and shall comply with all reasonable instructions contained in the notice of termination, if any. (b) The Contractor shall provide the County with an accounting of authorized services provided through the effective date of termination. (c) If the Agreement has been terminated for default, the County may withhold a sum from the final payment to the Contractor that the County determines necessary to protect itself against loss or liability. 13. Defense and Indemnity Agreement. To the fullest extent permitted by law and except to the extent caused by the sole negligence of the County,the Contractor shall indemnify, defend and hold the County and its appointed and elected officers,agents and employees, and volunteers, harmless from and against any and all claims for any injuries, death or damage to persons or property (including any loss of use resulting therefrom), directly or indirectly arising out of, resulting from, or in connection with performance of this Agreement. Contractor's obligation to indemnify, defend and hold harmless includes any claim by Contractor's agents, employees, representatives, or any subcontractor or its employees. Contractor expressly agrees to indemnify, defend and hold harmless the County from any claims arising out of or incident to either Contractor's or its Subcontractor's performance or failure to perform the Agreement. Page 2 PERSONAL SERVICES AGREEMENT ATTACHMENT C It is further agreed by and between the parties that in no event shall any County appointed or elected officer, agent, employee, or volunteer, when executing their official duties in good faith, be in any way personally liable or responsible for any agreement or performance contained herein, whether express or implied, nor for any statement or representation made herein or in any connection with this Agreement. 14. Industrial Insurance Waiver. With respect to the performance of this Agreement and as to claims against the County, its appointed and elected officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, as now or hereafter amended, or other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction otherwise applicable, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of the Contractor. Along with the other provisions of this Agreement, this waiver is mutually negotiated by the parties to this Agreement. 15. 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 Agreement, the venue of such action shall be in the courts of the State of Washington in and for the County of Cowlitz. This Agreement shall be governed by the law of the State of Washington. 16. Withholding Payment. In the event the County Project Manager determines that the Contractor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the County Project Manager determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the 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 County Project Manager set forth in a notice to the Contractor of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provision of the Disputes clause of this Agreement. The County may act in accordance with any determination of the County Project Manager which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, 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 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 the Contractor by reason of good faith withholding by the County under this clause. 17. Rights and Remedies.The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available bylaw. 18. Contractor Commitments Warranties and Representations. Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement,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. 19. Patent/Copyright Infringement. Contractor will defend, indemnify and save harmless County, its appointed and elected officers, agents and employees from and against all loss or expense, including but not limited to claims, demands,actions,judgments, settlements, attorneys'fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of the Contractor's alleged infringement on any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the Page 3 PERSONAL SERVICES AGREEMENT ATTACHMENT C County, its appointed and elected officers, agents and employees in any action. Such defense and payments are conditioned upon the following: (a) That 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 the 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 the County. 20. Dis utes. (a) General. Differences between the Contractor and the County, arising under and by virtue of the contract documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. The records, orders, rulings, instructions, and decision of the County Project Manager shall be final and conclusive thirty (30) days from the date of mailing unless the Contractor mails or otherwise furnishes to the County Project Manager a written notice of appeal. The notice of appeal shall include facts, law, and argument as to why the conclusions of the County Project Manager are in error. In connection with any appeal under this clause, the Contractor and County shall have the opportunity to submit written materials and argument and to offer documentary evidence in support of the appeal. Oral argument and live testimony will not be permitted. The decision of the County Project Manager for the determination of such appeals shall be final and conclusive. Reviews of the appellate determination shall be brought in the Superior Court of Cowlitz County within fifteen (15) days of mailing of the written appellate determination. Pending final decision of the dispute, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered. (b) Notice of Potential Claims. The Contractor shall not be entitled to additional compensation or to extension of time for (1) any act or failure to act by the County Project Manager or the County, or (2) the happening of any event or occurrence, unless the Contractor has given the 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 the 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. (c) Detailed Claim. 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 the County, the Contractor has given the 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. 21. Ownership of Items Produced and Public Disclosure. All writings, programs,data,art work, music, maps, charts, tables, illustrations, records or other written, graphic, analog or digital materials prepared by the Contractor and/or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sale and absolute property of the County and constitute "work made for hire" as that phrase is used in federal and/or state intellectual property laws and Contractor and/or its agents shall have no ownership or use rights in the work. Except as to data or information in the public domain or previously known to Contractor or required to be disclosed by law, subpoena or other process, the following shall apply: (a) Correspondence, emails, reports and other electronic or written work product will be generated between the Contractor and County during the course of this Contract. This Contract and such work product in the possession of Contractor may be deemed public records subject to disclosure under the Washington State Public Records Act, Chapter 42.56 RCW(Public Records Act). Thus,the County Page 4 PERSONAL SERVICES AGREEMENT ATTACHMENT C shall be required, upon request, to disclose this Contract and all documents related to it unless an exemption under the Public Records Act or other laws applies. Contractor shall fully cooperate with and assist the County with respect to any request for public records received by the County related to the services performed under this Contract. (b) Should County receive a request for disclosure, County agrees to provide Contractor ten (10) days written notice of impending release, and to cooperate with any legal action which may be initiated by Contractor to enjoin or otherwise prevent such release, provided that all expense of any such litigation shall be borne by Contractor, including any damages, attorney's fees or costs awarded by reason of having opposed disclosure, and further provided that County shall not be liable for any release where notice was provided and Contractor took no action to oppose the release of information. Notice of any proposed release of information pursuant to Chapter 42.56 RCW, shall be provided to Contractor according to the"Notice"provision herein. If the Contractor has not obtained an injunction and served the County with that Injunction by the close of business on the tenth business day after the County sent notice, the County will then disclose the record unless it makes an independent determination that the record is exempt from disclosure. Notwithstanding the above, the Contractor must not take any action that would affect(a) the County's ability to use goods and services provided under this Contract or (b) the Contractor obligations under this Contract. The Contractor will fully cooperate with the County in identifying and assembling records in case of any public disclosure request. (c) Contractor's failure to timely provide such records upon demand shall be deemed a material breach of this Contract.To the extent that the County incurs any monetary penalties, attorneys'fees,and/or any other expenses as a result of such breach, Contractor shall fully indemnify and hold harmless County as set forth in Section 13. For purposes of this section, the terms "public records" and "agency"shall have the same meaning as defined by Chapter 42.56 RCW, as said chapter has been construed by Washington courts. The provisions of this section shall survive the expiration or termination of this Agreement. 22. Recovery of Payments to Contractor. The right of the Contractor to retain monies paid to it is contingent upon satisfactory performance of this Agreement, including the satisfactory completion of the project described in the Scope of Work (Attachment A). In the event that the Contractor fails, for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the County Project Manager's sole discretion, be required to repay to the County all monies disbursed to the Contractor for those parts of the project that are rendered worthless in the opinion of the County Project Manager by such failure to perform. Interest shall accrue at the rate of 12 percent (12%) per annum from the time the County Project Manager demands repayment of funds. 23. Project Approval. The extent and character of all work and services to be performed under this Agreement by the Contractor shall be subject to the review and approval of the County Project Manager. For purposes of this Agreement, the County Project Manager is: Name: Nick Maudlin Address: 1725 1st Avenue Longview, WA 98632 Phone: 360-577-3101 ext. 8227 E-Mail: MaudlinN@cowlitzwa.gov In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the County Project Manager as to the extent and character of the work to be done shall govern subject to the Contractor's right to appeal that decision as provided herein. 24. Non-Discrimination.The Contractor shall not discriminate against any person on the basis of race,creed, political ideology, color, national origin, sex, marital status, sexual orientation, age, or the presence of any sensory, mental or physical handicap. Page 5 PERSONAL SERVICES AGREEMENT ATTACHMENT C 25. Subcontractors. In the event that the Contractor employs the use of any subcontractors, the contract between the Contractor and the subcontractor shall provide that the subcontractor is bound by the terms of this Agreement between the County and the Contractor. The Contractor shall insure that in all subcontracts entered into, County is named as an express third-party beneficiary of such contracts with full rights as such. 26. Third Party_ Beneficiaries. This agreement is intended for the benefit of the County and Contractor and not for the benefit of any third parties. 27. Standard of Care. The Contractor shall perform its duties hereunder in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession as Contractor currently practicing under similar circumstances. The Contractor shall, without additional compensation, correct those services not meeting such a standard. 28. Time is of the Essence.Time is of the essence in the performance of this contract unless a more specific time period is set forth in either the Special Terms and Conditions or Scope of Work. 29. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, any notices shall be given by the Contractor to the County Project Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the person executing the Agreement on behalf of the Contractor at the address identified on the signature page. 30. Severa_fJility. 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. 31. Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) Applicable federal, state and local statutes, ordinances and regulations; (b) Scope of Work (Attachment A) and Compensation (Attachment B); (c) Special Terms and Conditions (Attachment D); and (d) General Conditions (Attachment Q. 32. 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. 33. Attorney Fees, In the event that litigation must be brought to enforce the terms of this agreement, the prevailing party shall be entitled to be paid reasonable attorney fees. 34. Construction. This agreement has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorably against either party. 35. Survival. Without being exclusive, Paragraphs 4, 7, 13-19, 21-22 and 30-35 of these General Conditions shall survive any termination, expiration or determination of invalidity of this Agreement in whole or in part. Any other Paragraphs of this Agreement which, by their sense and context, are intended to survive shall also survive. 36. Contract Documents. The Contract Documents for this Agreement, except for modifications issued after execution of this Agreement, form a contract and all are as fully a part of the contract as if attached to this Agreement or repeated herein. The contract represents the entire and integrated Agreement between the parties and supersedes any prior statements, discussions or understandings between the parties except as provided herein. An enumeration of the contract documents is set forth below: Page 6 PERSONAL SERVICES AGREEMENT ATTACHMENT C 1. Notice of Award; and 2. Addenda; and 3. Agreement; and 4. Conditions of Cowlitz County Request For Proposals No. 2022-0041-01; and 5. Quoted proposFeal of Contractor dated February 1, 2023. Page 7 PERSONAL SERVICES AGREEMENT ATTACHMENT D SPECIAL TERMS AND CONDITIONS 1. Reporting. The Contractor shall submit written progress reports to the County Project Manager as set forth below: ® With each request for payment. ❑ Monthly. ❑ Quarterly. ❑ Semi-annually. ❑ Annually. ❑ Project completion. ❑ Other: Reports shall include any problems, delays or adverse conditions which will materially affect the Contractor's ability to meet project objectives or time schedules together with a statement of action taken or proposed to resolve the situation. Reports shall also include recommendations for changes to the Scope of Work, if any. Payments may be withheld if reports are not submitted. 2. Insurance. The Contractor shall maintain in full force and effect during the term of this Agreement, and until final acceptance of the work, public liability and property damage insurance with companies or through sources approved by the state insurance commissioner pursuant to RCW Title 48, as now or hereafter amended. The County, its appointed and elected officials, agents and employees, shall be specifically named as additional insureds in a policy with the same company which insures the Contractor or by endorsement to an existing policy or with a separate carrier approved pursuant to RCW Title 48, as now or hereafter amended, and the following coverages shall be provided: EXI COMPREHENSIVE GENERAL LIABILITY: Bodily injury, including death and property damage $1,000,000 per occurrence $1,000,000 Aggregate ® ERRORS AND OMISSIONS or PROFESSIONAL LIABILITY with an Extended Reporting Period Endorsement (two year tail). $1,000,000 per occurrence $2,000,000 Aggregate ® EMPLOYER'S LIABILITY/STOP GAP $1,000.000 per occurrence Can be endorsement or standalone policy ® WORKERS COMPENSATION: Statutory amount © AUTOMOBILE: coverage on owned, non-owned, rented and hired vehicles Bodily injury, liability, including death, and $1,000,000 Combined Single Limit Property damage liability All Contractor's and Contractor's subcontractors' insurance policies and additional named insured endorsements shall provide primary insurance coverage and be non-contributory. Any insurance, self-insured retention, deductible, risk retention or insurance pooling maintained or participated in by the County shall be excess and not contributory to such insurance policies. All Contractor's and Contractor's subcontractors' liability insurance policies must be endorsed to show this primary coverage. Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT D Upon request, the Contractor shall provide a full and complete certified copy of all requested insurance policies to the County. The County reserves the right, but not the obligation, to revise any insurance requirement, not limited to limits, coverages and endorsements,or to reject any insurance policies which fail to meet the requirements of this Agreement. Additionally, the County reserves the right, but not the obligation, to review and reject any proposed insurer providing coverage based upon the insurer's financial condition or licensing status in Washington. Any deductibles and/or self- insured retentions exceeding $10,000, stop loss provisions, and/or exclusions contained in such policies must be approved by the County in writing. For any deductibles or self-insured retentions exceeding $10,000 or any stop-loss provisions,the County shall have the right to request and review the Contractor's most recent annual financial reports and audited financial statements as a condition of approval. Contractor hereby agrees to a waive subrogation with respect to each insurance policy maintained under this Agreement. When required by an insurer, or if a policy condition does not permit Contractor to enter into a pre-loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and obtain such endorsement. This requirement shall not apply to any policy which includes a condition expressly prohibiting waiver of subrogation by the insured or which voids coverage should the Contractor enter into such a waiver of subrogation on a pre-loss basis. The County, its departments, elected and appointed officials, employees, agents and volunteers shall be named as additional insureds on Contractor's and Contractor's subcontractors' insurance policies by way of endorsement for the full available limits of insurance maintained by the Contractor and subcontractor, and all coverage shall be primary and non-contributory. A statement or notation of additional insured status on a Certificate of Insurance shall not satisfy these requirements. [This endorsement shall not be required if the Contractor is a governmental entity and is insured through a governmental entity risk pool authorized by the State of Washington.] The Contractor shall, for each required insurance policy, provide a Certificate of Insurance, with endorsements attached, evidencing all required coverages, limits, deductibles, self-insured retentions and endorsements and which is conditioned upon the County receiving thirty (30) days prior written notice of reduction in coverages, cancellation or non-renewal. Each Certificate of Insurance and all insurance notices shall be provided to the attention of the project manager. This Agreement shall be void ab initio if the proof of coverage is not timely supplied. The insurance maintained under this Agreement shall not in any manner limit or qualify the liabilities or obligations of the Contractor under this Agreement. All insurance policy deductibles and self- insured retentions for policies maintained under this Agreement shall be paid by the Contractor. Compensation and/or payments due to the Contractor under this Agreement are expressly conditioned upon the Contractor's strict compliance with all insurance requirements. Payment to the Contractor shall be suspended in the event of non-compliance. Upon receipt of evidence of Contractor's compliance, payments not otherwise subject to withholding or set-off will be released to the Contractor. This Agreement shall be void ab initio if the proof of coverage is not timely supplied. If the Errors and Omissions or Professional Liability insurance obtained is an occurrence policy as opposed to a claims-made policy, the Extended Reporting Period Endorsement is not required. 3. Prevailing_Wages. The work outlined in this Agreement is considered Public Work and requires payment of prevailing wages in accordance with RCW 39.12 and WAC 296-127-023. No less than the applicable prevailing rate of wage must be paid to any worker, laborer, or mechanic employed in the performance of any part of the stated work. A copy of Prevailing Wage Rates for Electronic Technicians (WAC 296-127-01308) can be found as Attachment F — Prevailing Wage Rates. If Prevailing Wage rates change during the term of this contract, then the employer must pay their employees the wage rates in effect for the period in which the work was performed. Surcharges for fuel, hazardous material disposal, or similar will not apply. The Contractor shall complete and file State of Washington, Department of Labor and Industries Statement of Intent to Pay Prevailing Wages on Public Contracts and shall familiarize itself with all of the provisions of Chapter 39.12 RCW. The Contractor shall also be responsible for and pay all costs pertaining to the processing of these forms. Page 2 PERSONAL SERVICES AGREEMENT ATTACHMENT E Contractor Proposal Dated February 1., 2023 John Longzhi Office: 360-567-3330 ,4ccunite P.O. Box 571866 ELECTRIC UNLIMITED, INC. Vancouver, IVA98681 COMMERCIAL • INDUSTRIAL Mobile 360-798-8546 Attention Nick Nlaudlin, Director RE: Cowlitz County Juvenile Electronic Security System Preventative Maintenance February 1, 2023 Proposal: Accurate Electric Unlimited JAEUI is pleased to provide this Proposal for Preventative IwIaintenauce Seri-ices for the detention security electronic sN-stein at the Cowlitz County Juvenile Facility, under a renetivable agreement for the rates shown below. RATES F;oURLY TRAVEL :EMOTE TRIPS %VA SALES, RATE,,,,,}, SERVICE TIME ON SITE SUPPORT aER TAX& All NLiA: YEAR L13O4 VIILEAGE LABOR ENGINE.a, YEAR SUBT07AL FILING FEE TOTAI 314,765.5 n' ;1.;4h' 1 si 4r elc,ta3,1h 117Q,ai -=,)ii -C C :i_ !-_k 1 241 341 =15,=81.S6 Accurate Electric Unlimited will schedule two weeks in advance with the Cowlitz Jm,enile Facility to perform scheduled these preventative maintenance tasks. lj Every controlled door will be checked for proper operational use from the touch screen system in control. Door position switches found to be not working will be repaired at the time of each service event. to the extent spare parts are available. 21 Every intercom system Mll be checked for operational use. Any intercom station not working iAll be repaired at the time of each service, to the extent spare parts are available, 31 Every camera will be checked for proper observational use as well as 1'eCOidlrlg history. The digital recorduig sZ-steial will be checked to the extent softvare updates are made available. 4j The touch screen softtvare integration will be checked and repaired to the extent sofhvaie patches are available. This includes the Human Licenses: WA: ACCUREU90511L OR: C638 CCB: 191346 Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT E Machine Interface program as it integrates to the PLC program,the intercom system, and the video system. 5) The Programable Logic Controller (PLC) and associated controls will be measured and documented for voltage levels to monitor and project possible power supply failures. The UPS units will also be documented for loading and standby time. 6) 20 hours per bi-annual visit on site is included. Four hours of remote engineering support is included aril constuned per bi-annual visit. CLARIFICATIONS- + Remote access, pre-established and working, is reclLured to be enabled by the customer for this proposal to be valid. • Each visit is billed after service is perforined. Work beyond the scope of this proposal will be proposed and billed separately per the attached rate schedule or a schedule valid at the time of service, or as a separate hung-suun proposal. AEU reserves the right for either party to this contract to cancel this agreement unilaterally upon 30 clays written notice to the other party, This Proposal Respectfully Submitted by: John Longtin For . Accurate Electric Page 2 PERSONAL SERVICES AGREEMENT ATTACHMENT F Prevailing Wage Rates State of Washington Department of Labor & Industries Prevailing Wage Section - Telephone 360-902-5335 PO Box 44540, Olympia, WA 98504.4540 Washington State Prevailing Wage The PREVAILING WAGES listed here include both the hourly wage rate and the hourly rate of fringe benefits. On public works projects, worker's wage and benefit rates must add to not less than this total. A brief description of overtime calculation requirements are provided on the Benefit Code Key. Journey Level Prevailing Wage Rates for the Effective Date: 09/29/2022 County Trade Job Classification Wage Holiday Overtime Note *Risk Class CovAitz Electronic Technicians Journey Level $66.73 5A 1 B Vieav Page 1