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Contract - 01-24-2017 - 8509 - Children's Justice and Advocacy Center Personal Services Agreement.AS-8509 Motion Items 4. BOCC Agenda Meeting Date : 01 /24/2017 Children's Justice and Advocacy Center (CJAC) Personal Services Agreement Submitted For: Mark Nelson , Sheriff Submitted By: Marc Gilchrist, Sheriff Department: Sheriff Information Subject and Summary Statement The Children 's Justice & Advocacy Center (CJAC) is a non-profit 501 (c) 3 organization in Cowlitz County. The mission of CJAC is to reduce the trauma to the children in our community by creating a solitary place for child abuse and neglect investigations to be conducted . Members of Law Enforcement, Prosecution , CPS , Advocacy and Mental Health come together to support this organization ; ensuring that the health and well-being of our community's children is the number one focus, and their trauma is reduced and or minimized . One of the key positions to help maintain the trauma reduction is the Child Forensic Interviewer. This person is trained to national standards and best practices of child forensic interviewing , allowing the child to speak freely in a safe place and minimize the number of times they have to re-tell their story. This position has been supported by County funds since its creation in 2009 . Cowlitz County wants its citizens to know that we care about the mental , physical and emotional well-being of our children . This contract will ensure that when there are questions of child abuse and neglect, Cowlitz County will be well equipped to reduce the trauma children face and utilize national best practice standards in accordance with the National Children ' s Alliance . The contract outlines the details of the agreement, and is subject to annual review based on the County budget. This agreement is the same as the agreement completed for 2016. Funding is administered through the Sheriffs Office budget. Will Staff Attend Y / N Yes Department Recommendation The Sheriffs Office recommends approval of this Personal Services Agreement with Children's Justice & Advocacy Center. Fiscal Impact Expenditure Required $ :77 , 287 . 00 Budget Sufficient Y-N :Yes Amendment Required Y-N : No Source of Funds - Fund/Dept. : 001 105 Sheriff Grant Y-N : No Attachments CJAC Agreement Form Review Inbox Reviewed By Date Mark Nelson, Sheriff Tiffany Ostreim 01 /19/2017 09:27 AM Claire Hauge, Financial Management Claire Hauge 01 /19/2017 10:56 AM Mark Nelson, Sheriff Tiffany Ostreim 01 /19/2017 01 :54 PM Doug Jensen Doug Jensen 01 /19/2017 01 :57 PM Form Started By: Marc Gilchrist Started On: 01 /11 /2017 10: 18 AM Final Approval Date: 01 /19/2017 co,, 4111*Ik PERSONAL SERVICES AGREEMENT 4:4„0‘-‘ Contract Number: 0HING THIS AGREEMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of Washington, and the COWLITZ COUNTY SHERIFF, an elected official of Cowlitz County, (hereinafter called County” or "Cowlitz County"), and Name: CHILDREN'S JUSTICE AND ADVOCACY CENTER ("CJAC") Address: 214 N. Pacific Ave Kelso, WA 98626 Phone N°:360-353-3933 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 Individual Contractor and Retirement Status Form (signature required) Attachment E— (specify) 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 January 2017 and shall, unless terminated as provided elsewhere in the Agreement, terminate on the 31st day of December, 2017; EXCEPT, that such term shall be subject to further extension(s) pursuant to Attachment C, Section 8 [modifications]; and shall continue thereafter through the county regular budget cycle. rte. IN WITNESS WHEREOF, the parties have executed this Agreement on this day of January 2017 CONT' I OR: CJAC COWLITZ COUNTY: Board of Commissioners ho ized b By Laws to sign)y y itle: Chair Print name: ClNcirs1¢_5 Approval subject to Board ratification or authorization) Title: F Cowlitz County Sheriff Date: I 2Pclii, If 0 640/LL-4 Optional for Commissioner Ap ' ) C0 4/) ATTEST: 144, "NA/GI-0N Ti a iytOstre , Clerk of the Board j-‘ w‘-`-'— CONTRACT HAS BEEN APPROVED AS TO FORM BY COWLITZ COUNTY PROSECUTING ATTORNEY PERSONAL SERVICES AGREEMENT ATTACHMENT A SCOPE OF WORK The contractor agrees to complete the professional services work on the Cowlitz County, as described below (or in the attached document), including the following elements : Interviewing children or particularly vulnerable adults who have been allegedly sexually or physically abused, children who may have witnessed violent or criminal acts, children who are considered potentially drug endangered as a product of their environment, or children who are believed to have experienced another form of maltreatment. Provide Forensic Interviewing services in a child-focused and family-friendly environment. Clerical and administrative functions . Training of Cowlitz County law enforcement personnel, and other personnel as-assigned by County or its designee. Statistical and substantive record keeping as required in the performance of its duties or as requested by County or its designee . Travel in conjunction with the performance of its duties or as requested by County or its designee . Facilitation of the Cowlitz County Multi-Disciplinary Team (MDT) . The MDT is comprised of all departments that investigate suspected child maltreatment and all agencies who support child victims, including law enforcement, prosecution, victim advocacy, medical providers, and mental health providers . Meet and sustain the Best Practices of child advocacy as approved by the Board of Directors for the Children's Justice & Advocacy Center. 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. ATTACHMENT A Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT B COMPENSATION 1 . ® a . FIXED FEE FOR SERVICE : For services rendered, the County shall pay to the Contractor a fixed fee of SEVENTY-SEVEN THOUSAND TWO HUNDRED EIGHTY SEVEN and no/ 100 DOLLARS 77, 287 .00) for the completed work set forth in Attachment "A. ". Payments for completed tasks shall be made no more frequently than monthly; quarterly; semi-annually; annually; at completion of project; /1 other (specify) : annual compensation shall be determined during the regular County budget cycles . Each request for payment shall be supported by an invoice acceptable to the County specifying the tasks completed up to the request for payment and the payment amount requested . In no event shall payment be sought in an amount which represents a percentage of the fee greater than the percentage of completed tasks . These invoices shall be submitted OR b . HOURLY RATES : For services rendered, the County shall compensate the Contractor at the following hourly rates : Name/Position Hourly Rate Payments for completed tasks shall be made 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 THE ANNUAL, BUDGETED SUMS, AS SET FORTH IN SECTION ( LA), AS HEREIN STATED OR SUBSEQUENTLY AMENDED, 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 : ATTACHMENT B 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 Employment. The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of 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 Requirements. 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 three (3) years after contract termination, and shall ATTACHMENT C Page 1 PERSONAL SERVICES AGREEMENT ATTACHMENT C make them available 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. The Contractor agrees to defend, indemnify and save harmless the 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 personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, his/ her subcontractors, its successor or assigns, or its or their agent, ATTACHMENT C Page 2 PERSONAL SERVICES AGREEMENT ATTACHMENT C servants, or employees, the County, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its appointed or elected officials or employees . It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein . The County agrees to defend, indemnify and save harmless the Contractor, 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 Contractor, its elected or appointed officials or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the County, its subcontractors, its successor or assigns, or its or their agent, servants, or employees, the Contractor, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the Contractor, its appointed or elected officials or employees . It is further provided that no liability shall attach to the Contractor by reason of entering into this contract, except as expressly provided herein . 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, 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 ATTACHMENT C Page 3 PERSONAL SERVICES AGREEMENT ATTACHMENT C 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 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 . Disputes : 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 ATTACHMENT C Page 4 PERSONAL SERVICES AGREEMENT ATTACHMENT C 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. 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 : Mark Nelson Title : Cowlitz County Sheriff Department: Hall of Justice Address : 312 SW 1st AVE Kelso, WA 98626 Telephone : 360-577-3092 E-mail : sheriff @co . cowlitz.wa . us Fax : 360-423-1047 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. 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 . ATTACHMENT C Page 5 PERSONAL SERVICES AGREEMENT ATTACHMENT C 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 . 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. 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 C) . 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 . Entire Agreement. 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 . ATTACHMENT C Page 6 SPECIAL TERMS AND CONDITIONS AND RETIREMENT STATUS FORM 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 (specify) As required by County and County Contract Manager Progress reports shall include, at a minimum, the following : 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 : COMPREHENSIVE GENERAL LIABILITY : Bodily injury, including death .1,000,000 per occurrence Property damage 1 , 000, 000 per occurrence ERRORS AND OMISSIONS or PROFESSIONAL LIABILITY with an Extended Reporting Period Endorsement (two year tail ). 1,000, 000 per occurrence s WORKERS COMPENSATION : Statutory amount AUTOMOBILE : coverage on owned, non-owned, rented and hired vehicles Bodily injury, liability, including death 1 ,000,000 per occurrence Property damage liability 1 ,000, 000 per occurrence ATTACHMENT D Page 1 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 . 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 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 4th 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 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 . ATTACHMENT D Page 2 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 . Liquidated Damages . 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 (specify) I ATTACHMENT D Page 3