Contract - 03-21-2023 - 12706 - Personal Services Agreement with CFM Advocates. AS-12706
BOCC Agenda
Motion Items 8.
Meeting Date: 03/21/2023
Personal Services Agreement with CFM Advocates
Submitted For: Kelly Dombrowsky, Clerk of the Board
Submitted By: Kelly Dombrowsky, Clerk of the Board
Department: Commissioners Office
Information
Subject and Summary Statement
Personal Services Agreement with CFM Strategic Communications, Inc. to provide tailored federal
lobbying services for Cowlitz County for matters pertaining to Mt. St. Helens, assistance with Washington
D.C. visits by Cowlitz County officials and limited federal grant support. Total amount is $81,000.00
annually.
Will Staff Attend - NAME OF STAFF
Department Recommendation
Attachments
Agreement
Form Review
Form Started By:Kelly Dombrowsky Started On:03/16/2023 08:56 AM
Final Approval Date:03/16/2023
PERSONAL SERVICES AGREEMENT
Contract Number:
THIS AGREEMENT is entered into between COWLITZ COUNTY,a political subdivision of the State of
Washington, (hereinafter called "County"or"Cowlitz County")and
Name: CFM Strategic Communications, Inc.
Address: 10260 SW Greenburg Road,Suite 400
Portland, OR 97223
Phone No: (503)294-9120
(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 and Retirement Status Form (signature required)
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 22"d day of March 2023 and shall, unless terminated
as provided elsewhere in the Agreement,terminate on the 22"d day of March 2024.
IN WITNESS WHERFOF, the parties have executed this Agreement on this 2-1 S}day ofMu r�
2023.
CFM STRATEGIC COMMUNICATIONS, INC: COWLITZ COUNTY:
_ Board of County Commissioners
vi� -
Joel Rubin, Partner Dennis P. Weber,Chairman
— t1L'�rf ?�
Arne Mortensen,Commission District 1
Print Name: Joel Rubin
Title: Partner Richard Dahl, Commissioner District 3
Date: March 21 , 2023
•
ATTEST: CQU10Tr �'�' as to •
Kelly Do owsky, Clerk of th m d COUNTY e: Deputy ose ng Attorney
o
NTRACT AS EEN APPROVED AS TO FORM BY
, S ❑WLITZ COUNTY PROSECUTING ATTORNEY
PERSONAL SERVICES AGREEMENT ATTACHMENT A
SCOPE OF WORK
CFM will provide tailored federal lobbying services for Cowlitz County. The scope of CFM's services will
be reserved for matters pertaining to Mt.St. Helens, assistance with Washington D.C.visits by Cowlitz
County officials and limited federal grant support,
Should Cowlitz County wish to retain CFM's services beyond the tailored Scope of Work outlined below,
CFM will provide an estimated hourly-rate quote for those projects and services. Additional services will
be approved and invoiced independently from the quarterly retainer agreed upon.
CFM's tailored services shall include:
■ Advocacy for Cowlitz River monitoring and maintenance dredging.
• Advocacy for the Spirit Lake Outlet long-term solution.
• Advocacy for re-authorization of the Army Corps of Engineers authority to provide flood
protection and sediment management as a result of the Mt. St. Helens eruption currently set to
expire in 2035.
Developing a strategic federal agenda and political outreach plan.
• Tracking, researching,and communicating with federal agencies to identify grant,
appropriations and authorization projects and other funding opportunities.
• Securing Congressionally Directed Spending and/or Community Project Funding,grant awards,
authorizations,and report language.
■ Drafting, editing, and advocating for applications to federal grant programs(with the exceptions
of USDOT's RAISE PIDP, INFRA and CRISI programs.)
Developing policy through the legislative (via Congress) and regularly(via the administration)
processes.
• Placing Cowlitz County officials in the middle of discussions and debates around specific
proposals that are central to your objectives,and providing access to key decision-makers and
leaders in Washington D.C.
• Coordinating advocacy efforts with coalitions such as the National Association of Counties.
• Monitoring and informing you of pertinent legislative and regulatory initiatives.
• Providing opportunity for testimony before congressional committees.
■ Drafting briefing materials and talking points to be used when meeting with elected officials and
agency heads.
■ Scheduling and attending meetings in Washington State and Washington, DC with key decision
makers and staff.
CFM shall submit quarterly written progress reports to the County Project Manager. Progress reports
will include updates regarding progress on the County's Mt.St. Helens priority issues and any other
additional projects agreed to. CFM will also participate in conference calls and in person updated with
the Board of County Commissioners as needed.
In the event the CFM is unable to complete their work as scheduled,the contract;period and
compensation may be adjusted by mutual agreement of the County and CF.M. . .
ATTACHMENT A Page 1
PERSONAL SERVICES AGREEMENT ATTACHMENT B
COMPENSATION
For services rendered as set for in Attachment"A"the County shall pay CFM a retainer of EIGHTY ONE
THOUSAND DOLLARS($81,000) annually. Retainer payments shall be made quarterly.
Should the County wish to retain CFM's services beyond the tailored Scope of Work outlined in
Attachment"A",CFM will provide an estimated hourly-rate quote for those projects and services.
Additional services will be approved by the Board of County Commissioners and invoiced independently
from the retainer.
Unless otherwise agreed upon by the Board of County Commissioners,each separate invoice for
additional services shall be supported by hourly rates charged for specific tasks completed up to the
request for payment.
ATTACHMENT B Page 1
PERSONAL SERVICES AGREEMENT ATTACHMENT C
GENERAL CON fNTION5
1. Sco a 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. Accountin and Payment for Contracted_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. Dele ation and Subcontracti_,n�. Contractor's services are deemed personal and no portion of this
contract maybe 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 Services 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 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 Errr to meat. 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. Re and
re and o uireme its. This Agreement shall be subject to all federal, state and local laws,
rules and regulations.
7. Ri ht 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 services 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 with 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
ATTACHMENT C
Page 1
PERSONAL SERVICES AGREEMENT ATTACHMENT C
8. and records relating to the performance of work under this Agreement for six(6)years after contract
termination, and shall make them available for such review, within Cowlitz County, State of
Washington, upon request, during reasonable business hours.
9. Modifications. Either party may request changes in the Agreement.Any and all agreed modifications
shall be in writing, signed by each of the parties.
10. 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 the
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 competing 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 the 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.
11. 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.
12. 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.
13. 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 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.
14. Defense and Indemnity Agreement_To the fullest extent permitted by law and except to the extent
caused by the sole negligence to 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
ATTACHMENT C Page 2
PERSONAL SERVICES AGREEMENT ATTACHMENT C
15. and hold harmless includes any claim by the 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.
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. The foregoing indemnification obligations to the Contractor are a material
inducement to County to enter into this Agreement, are reflected in the Contractor's compensation,
and have been mutually negotiated by the parties.
It is further provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
16. 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, 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.
17. 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.
18. 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 that 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 the 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.
19. Ri hts 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.
ATTACHMENT C Page 3
PERSONAL SERVICES AGREEMENT ATTACHMENT C
20, 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.
21. Patent Co ri ht Infrin ement. 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, attorney's 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 cost and damages attributable to any such claims that are finally
awarded against the 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.
22. 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 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 even
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.
ATTACHMENT C Page 4
PERSONAL SERVICES AGREEMENT ATTACHMENT C
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.
23. 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 sole 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 the Contractor or required to be disclosed
by law,subpoena or other process,the following shall apply:
a. The parties agree that correspondence, emails, reports and other electronic or written work
product related to the formation and performance of this Agreement are, with limited statutory
exception, public records subject to disclosure under the Public Records Act RCW 42.56. The
County may provide the Contractor with a copy of the a public records request and the Contractor
shall expeditiously provide copies of any public records in Contractor's possession, necessary to
fulfill that Public Records Request. If the Public Records Request is large the Contractor will
promptly provide the County with an estimate of reasonable time needed to fulfill the records
request. Similarly,the County shall be required, upon such public records request,to disclose this
Agreement and all documents related to it unless and fully cooperate with assist the County with
respect to any public records request related to this Agreement, as part of its performance of
work under this Agreement.
b. Should County receive a request for disclosure,County agrees to provide Contractor ten(10)days
written notice of impending release of public records by the County, 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 or delayed 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 serviced 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
ATTACHMENT C Page 5
PERSONAL SERVICES AGREEMENT ATTACHMENT C
24. 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.
25. Pra'ect A royal. 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: Kelly Dombrowsky
Title: Clerk of the Board
Department: Board of County Commissioners
Address: 207 Fourth Avenue North, Room 305
Kelso, WA 98626
Telephone: (360)577-3020 Option 4
Email: dombrowsk k cowlitxwa.>7ov
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.
26. 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.
27. 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.
28. Third Party Beneficiaries, This agreement is intended for the benefit of the County and Contractor
and not for the benefit of any third parties.
29. 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. In the event of any errors or omissions by
Contractor in performance of any work required under this Agreement, the Contractor will make all
necessary corrections without additional compensation.All work submitted by the Contractor will be
certified by the Contractor and checked by the Contractor for errors and omissions. The Contractor
will continue to be responsible for the accuracy and sufficiency of work even after the work is
accepted by the County.
ATTACHMENT C Page 6
PERSONAL SERVICES AGREEMENT ATTACHMENT C
30. 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.
31. 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.
32. 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.
33. 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 C).
34. 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.
35. 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.
36. 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.
37. Entire A reemenk. This written contract represents the entire Agreement between the parties and
supersedes any prior statements, discussions or understandings between the parties except as
provided herein. The terms'of this Agreement shall be given their fair meaning and shall not be
construed in favor of or against either party hereto because of authorship. This Agreement shall be
deemed to have been drafted by both of the parties.
ATTACHMENT C Page 7
PERSONAL SERVICES AGREEMENT ATTACHMENT D
SPECIAL TERMS AND CONDITIONS
AND RETIREMENTSTATUS FORM
1. ❑Re ortin .See "Scope of Work" above,
2. ❑Insurance. The Contractor shall maintain in full force and effect during the term or this
Agreement,and until final acceptance of the work,public liability and property damage insurance
with companies and 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 names 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:
❑COMPREHENSIVE GENERAL LIABILITY:
Bodily injury, including death and property damage $1,000,000 per occurrence
Property damage $1.000,000 aggregate
❑ERRORS AND OMISSIONS or PROFESSIONAL
LIABILITY with an Extended Reporting Period
Endorsement(two year tail). $1,000,000 per occurrence
❑WORKERS COMPENSATION Statutory amount
❑AUTOMOTIVE:coverage on owned, non-owned, rented and hired vehicles
Bodily injury, liability, including death and
Property damage liability $1,000,000 combined single
limit
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.
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.
ATTACHMENT D Page 1
PERSONAL SERVICES AGREEMENT ATTACHMENT D
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: ATTN: Risk Manager, Cowlitz County
Administrative Svc. 207 4tn Ave. N., Kelso, WA 98626.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 matter limit or qualify the
liabilities or obligations of the Contractor of 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 no 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. !,]Li uidated Dania es. For delays in timely completion of the work to be done or missed
milestones of the work in progress,the Contractor shall be assessed Dollars($ )per day as
liquidated damages and not as a penalty because the County finds it impractical to calculate the
actual cost of delays. Liquidated damages will not be assessed for any days for which an extension
of time has been granted. No deduction or payment of liquidated damages will, in any degree,
release the Contractor from further obligations and liabilities to complete the entire project.
4. ❑Other s ecif
ATTACHMENT D Page 2
PERSONAL SERVICES AGREEMENT ATTACHMENT D
COUNTY RETAINS THIS FORM
Individual contractors and service providers must complete and sign
WA De artment of Retirement 5 stems:Independent Contractor Verification and State Retirement
Status Reporting Form [WAC 415-02-0100; DRS Email 13-011; DRS Email 09-001]
SECTION 1:INDIVIDUAL CONTRACTOR COMPLETES THIS SECTION AND SIGNS:
Did you retire from on of the State of Washington Retirement Systems? DYES ❑NO
If"Yes", please complete, sign and submit with your signed Agreement;
If"No", please sign and submit with your signed Agreement:
Did you retire before age 65 using the 2008 early retirement factors(ERF)? OYES ONO
Will you be receiving direct compensation for your services? DYES ❑NO
Will you be receiving indirect compensation for your services? DYES ❑NO
CONTRACTOR (Full, individual name of contractor):
Signature Social Security No.:_ Date:
SECTION 2:COUNTY COMPLETES THIS SECTION AND RETAINS FOR AUDIT PURPOSES:
[Use Member Reporting Verification(MRV)to verify the past retirement membership]
1. Contractor has been a member of a Washington State Retirement System DYES ONO
If YES,what system and plan?
Teachers' Retirement System (TRS) ❑Plan 1 ❑Plan 2 ❑Plan 3
School Employees' Retirement System (SERS) ❑Plan 2 ❑Plan 3
Public Employees' Retirement System (PERS) ❑Plan 1 ❑Plan 2 ❑Plan 3
Public Safety Employees' Retirement System (PSERS) ❑Plan 2
Law Enforcement Officers&
Fire Fighters' Retirement System (LEOFF) ❑Plan 1 ❑Plan 2
Judicial Retirement System (JRS)
2. Is the contractor a retiree of a Washington State Retirement System? ❑YES El NO
3. Did the contractor retire before 65 using the 2008 ERF? OYES ONO
ATTACHMENT D Page 3