Regular Public Meeting Agenda 05/02/23

Arne Mortensen, Commissioner District 1

Dennis Weber, Commissioner District 2

Richard R. Dahl, Commissioner District 3

Kelly Dombrowsky, Clerk of the Board

Regular Public Meeting

May 2 , 202 3 , 9:00 a.m.

Board Meeting Convenes at 9:00 a.m.

 Pledge of Allegiance

 Minutes of April 24-26, 2023

 Consent Agenda of May 2, 2023

 Motion Items

 Bid Openings 11:00 a.m.

 Public Comments

ZOOM Link KLTV Link

Phone Option: (253) 215-8782 Webinar ID: 820 1961 3917 www.kltv.org

o Citizen Participation may be anonymous. See RCW 42.30.040

Consent Agenda

Agreements/Contracts/Bid Awards

1. Warranty Deed acceptance from John H. Brickey and Cynthia Shane Brickey for the Ostrander Road Culvert Replacement Project for the easement area of approximately 61 square feet for $500.00.

2. Warranty Deed acceptance from Columbia & Cowlitz Railway, LLC, for the Ostrander Road Culvert Replacement Project for the easement area is approximately 14,003 square feet for $5,700.00.

3. Contract Execution approval with Collins Architectural Group for a wide range of asneeded architectural and engineering services. Total amount not to exceed $150,000.00.

4. Contract Execution approval to C&R Homes and Construction for the replacement of the roof at Cowlitz County Health & Human Services building. Total amount is $329,855.26 with a 10% contingency allowance.

Board Correspondence

5. Letters/Notices

a. Letter dated 4/26/2023 from the Port of Longview regarding the International Way Grade Separation (IWGS) Project.

Regular Public Meeting

May 2, 2023, 9:00 a.m.

Vouchers

The following vouchers/warrants are approved for payment:

Motion Items

Public Works

6. Bid award approval to Quigg Brothers, Inc. for the Ostrander Road Culvert Replacement Project. Total cost is $2,457,651.60 including sales tax.

Coroner’s Office

7. Personal Service Agreement Contract approval with Dr. Emmanuel Lacsina for Forensic Autopsies. Rates of Service are full forensic autopsy examination - $2,100, Homicide Autopsies - $4,200, partial forensic autopsy examination - $1,500, external examination - $1,200, consultation - $350, travel time - $100/hr.

Updates

Chairman Updates

Citizen Comments – Citizen participation may be anonymous. See RCW 42.30.040

Regular Public Meeting

May 2, 2023, 9:00 a.m.

Bid Openings – 11:00 a.m.

Conducted by the Clerk of the Board after Board Meeting is adjourned. Bids will not be accepted after 11:00 a.m.

8. Bid Opening - Road Surfacing Materials for the period of May 1, 2023 through April 30, 2024

9. Bid Opening - To purchase of asphalt materials to be used by Public Works, for the period of May 1, 2023 through April 30, 2024

RCW 42.30.040 - Conditions to attendance not to be required. A member of the public shall not be required, as a condition to attendance at a meeting of a governing body, to register his or her name and other information, to complete a questionnaire, or otherwise to fulfill any condition precedent to his or her attendance. People may remain anonymous when logging on to Zoom by creating any name and email of their choosing. In a meeting, public comment will be received, either or both, orally (raise hand in Zoom or use *9 on phone) and by writing. Note: Written comments may be sent to the Board at any time. For oral presentations, the Board may set a time for comments and speakers.

All matters listed with the Consent Agenda were previously distributed to each Board Member for reading and study, were available for public viewing, are considered items of regular County business, and will be approved, without separate discussion, by one motion of the Board of County Commissioners. An item may be removed from the Consent Agenda and placed on the Regular Agenda for separate discussion and voting at the request of any Board Member.

The Board of Commissioners may add and take action on other items not listed on this Agenda.

 Agenda Online Address: https://www.co.cowlitz.wa.us/535/Agendas Regular-Public-Meetings

 ZOOM Invitation Address (for all meeting days):

o https://us06web.zoom.us/j/82019613917

 KLTV Live Feed Address: http://www.kltv.org

BOCC Agenda

Meeting Date: 05/02/2023

WARRANTY DEED - Ostrander Road Culvert Replacement - Project No. 1209 - John H. and Cynthia

Shane Brickey

Submitted For: Susan Eugenis, Public Works

Department: Public Works

Submitted By: Emilie Cochrane, Public Works

Information

Subject and Summary Statement

Attached is a Warranty Deed for Right of Way from John H. Brickey and Cynthia Shane Brickey for the Ostrander Road Culvert Replacement Project. The easement area is approximately 61 square feet.

The Warranty Deed is granted for consideration of $500.00.

Will Staff Attend - NAME OF STAFF or No

Yes

Department Recommendation

It is the recommendation of the Department of Public Works that the Board move to accept the Warranty Deed from John H. Brickey and Cynthia Shane Brickey for the Ostrander Road Culvert Replacement Project.

Fiscal Impact

Expenditure Required $: 500

Budget Sufficient Y-N: Y

Amendment Required Y-N: N

Source of Funds - What Dept ? : Roads

Grant Y-N:

Warranty Deed - Brickey

Vicinity Map

Inbox

Roger Maurer

Emilie Cochrane (Originator)

Roger Maurer

Susan Eugenis

Mike Moss, Public Works

Form Started By: Emilie Cochrane

Attachments

Form Review

Reviewed By Date

Emilie Cochrane 04/25/2023 08:42 AM

Roger Maurer 04/25/2023 08:47 AM

Susan Eugenis 04/25/2023 09:47 AM

Mike Moss 04/26/2023 11:26 AM

Started On: 04/25/2023 07:47 AM

AS-12783

BOCC Agenda

Meeting Date: 05/02/2023

WARRANTY DEED - Ostrander Road Culvert Replacement - Project No. 1209 - Columbia & Cowlitz Railway, LLC

Submitted For: Susan Eugenis, Public Works

Department: Public Works

Submitted By: Emilie Cochrane, Public Works

Information

Subject and Summary Statement

Attached is a Warranty Deed for Right of Way from Columbia & Cowlitz Railway, LLC, a Delaware Limited Liability Company, for the Ostrander Road Culvert Replacement Project. The easement area is approximately 14,003 square feet.  The Warranty Deed is granted for consideration of $5,700.00.

Will Staff Attend - NAME OF STAFF or No

Yes

Department Recommendation

It is the recommendation of the Department of Public Works that the Board move to accept the Warranty Deed from Columbia & Cowlitz Railway, LLC, for the Ostrander Road Culvert Replacement Project.

Fiscal Impact

Expenditure Required $: 5,700

Budget Sufficient Y-N: Y

Amendment Required Y-N: N

Source of Funds - What Dept ? : Roads

Grant Y-N:

Attachments

Warranty Deed - Columbia and Cowlitz Railway

Vicinity Map

Form Review

Inbox Reviewed By Date

Roger Maurer

Emilie Cochrane (Originator)

Roger Maurer

Susan Eugenis

Mike Moss, Public Works

Form Started By: Emilie Cochrane

Emilie Cochrane 04/25/2023 08:42 AM

Roger Maurer 04/25/2023 08:48 AM

Susan Eugenis 04/25/2023 09:48 AM

Mike Moss 04/26/2023 11:26 AM

Started On: 04/25/2023 07:58 AM

AS-12784

BOCC Agenda

Meeting Date: 05/02/2023

Consent A. 3.

Agreement No. 2022-0046-01 with Collins Architectural Group for On-Call Engineering and Architectural Consultation Services

Submitted For: Will Tastad

Department: Facilities Maintenance

Submitted By: Ashley Claussen

Information

Subject and Summary Statement

On February 28, 2023, the Board of County Commissioners voted to approve and authorize contract negotiations with Collins Architectural Group (AS-12658) for a wide range of as-needed architectural and engineering services. The attached agreement is for an initial term of one year in an amount not to exceed $150,000.00.

Services to be provided under this Agreement include:

• Design, development, and execution of capital projects;

• Mechanical, electrical, and plumbing engineering;

• Structural engineering;

• Construction administration and oversight;

• Space planning and interior design;

• Cost estimating;

• Code studies;

• Layout drawings;

• Programming;

• Surveying;

• Acoustics;

• Landscape Architecture.

Will Staff Attend - NAME OF STAFF

Yes - Will Tastad.

Department Recommendation

Staff recommends that the Cowlitz County Board of Commissioners move to approve and authorize the agreement for on-call architectural and engineering services with Collins Architectural Group in an amount not to exceed $150,000.00.

Fiscal Impact

Expenditure Required $: 150,000.00

Budget Sufficient Y-N: Y

Amendment Required Y-N: N

Source of Funds - What Dept ? :

Grant Y-N: N

Attachments

Agreement

Form Review

PROFESSIONAL SERVICES AGREEMENT

Contract Number: 2022-0046-01

THIS AGREEMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of Washington, (hereinafter called "County" or "Cowlitz County") and

Name: Collins Architectural Group

Address: 950 12th Avenue #200

Longview, WA 98632

Phone No: 360-687-8379

(hereinafter called "Consultant".)

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 – 2023 Rates and Reimbursables

Attachment F – Sample Task Service Order

copies of which are attached hereto and incorporated herein by this reference as if fully set forth.

1st May 30th April

The term of this Agreement shall commence on the day of __________, 2023 and shall, unless terminated as provided elsewhere in the Agreement, terminate on the ____ day of __________, 2024. The County reserves the right to extend the contract for up to four additional one-year periods.

IN WITNESS WHEREOF, the parties have executed this Agreement on this ____ day of __________, 2023.

CONSULTANT:

Print name:

Title:

Date:

Don Luthardt, AIA

Principal

April 25, 2023

ATTEST:

Kelly Dombrowsky, Clerk of the Board

[2014_ver. 3]

COWLITZ COUNTY:

Dennis P. Weber, Chairman

Arne Mortensen, Commissioner

Richard R. Dahl, Commissioner

CONTRACT HAS BEEN APPROVED AS TO FORM BY COWLITZ COUNTY PROSECUTING ATTORNEY

SCOPE OF WORK

Cowlitz County hereby engages Collins Architectural Group to serve as an independent consultant providing a full range of architectural consultation services to the County on the terms and conditions set forth in this Agreement. The Consultant agrees to complete the services on behalf of Cowlitz County as outlined below:

• Design, development, and execution of capital projects;

• Mechanical, electrical, and plumbing engineering;

• Structural engineering;

• Construction administration and oversight;

• Space planning and interior design;

• Cost estimating;

• Code studies;

• Layout drawings;

• Programming;

• Surveying;

• Acoustics;

• Landscape Architecture.

In addition, the Consultant agrees to the following:

• Consultant shall exercise that degree of care, diligence, skill, and judgment in the rendition of all services under this Agreement that is normally exercised by Consultants performing work for projects of similar size, scope, and complexity.

• Consultant acknowledges the relationship of trust and confidence established between Consultant and the County by this Agreement. Accordingly, the Consultant’s acts shall be consistent with this relationship. Consultant shall further the interest of the County through appropriate administration, management, and design.

• Consultant shall, in a timely manner, designate and appoint Subconsultants after conferring with the County. Consultant shall not appoint any Subconsultant to which the County has a reasonable objection. Consultant shall incorporate the provisions of this Agreement, the Scope of Work, and the requirements of each project into the contracts with Subconsultants.

• Consultant shall meet with the County as reasonably requested at a location designated by the County, to ensure that the developing design is meeting County requirements and shall conduct presentations of projects to such review groups as may reasonably be required to secure necessary approvals from County

• Consultant shall provide the services necessary to comply with County document review processes.

• Consultant shall assist the County with analyzing project scopes, design alternatives, schedules, and budget options to keep projects within budget. If the project estimate exceeds budget, Consultant shall analyze design alternatives and submit cost saving options for County’s consideration.

• Consultant shall promptly correct any errors, omissions, or negligence in the performance of services at no additional cost to the County. The County may pursue a claim against the Consultant for some or all of the County’s costs resulting from Consultant’s errors, omissions, or negligence.

The County and Contractor will execute individual Task Service Orders as found in Attachment F, which will detail individual projects and act as Authorization to Proceed. No project is to begin without a dually signed Task Service Order. Any services provided prior to the receipt of the signed Task Service Order will be done so at the Consultant’s risk.

In the event the Consultant, 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 Consultant

COMPENSATION

1. a. FIXED FEE FOR SERVICE: For services rendered, the County shall pay to the Consultant a fixed fee of DOLLARS ($ ) for the completed work set forth in Attachment “A.”. Payments for completed tasks shall be made no more frequently than bi-monthly; quarterly; semi-annually; annually; at completion of project; other (specify):

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 in an amount which represents a percentage of the fee greater than the percentage of completed tasks.

OR

b. HOURLY RATES: For services rendered, the County shall compensate the Consultant as outlined in Attachment E – 2023 Rates and Reimbursable.

Payments for completed tasks shall be made no more frequently than monthly; quarterly; semiannually; annually; at completion of project; other (specify):

Each request for payment shall be supported by an invoice specifying: the name/position of the Consultant’s employee, number of hours worked, completed tasks for which compensation is sought, and payment amount requested.

Consultant shall pay subconsultant(s) upon receipt of payment from the County. Failure of Consultant to make payments to subconsultants may be considered non-performance and cause for termination.

In no event shall Consultant be compensated in excess of $150,000.00 (one hundred fifty thousand dollars) 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 Consultant 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 Consultant the following:

GENERAL CONDITIONS

1. Scope of Consultant's Services. The Consultant 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 Consultant Services. Payment to the Consultant 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 Consultant for any costs or expenses incurred by the Consultant in the performance of this contract.

3. Delegation and Subcontracting. Consultant'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 Consultant. The Consultant's services shall be furnished by the Consultant as an independent consultant and nothing herein contained shall be construed to create a relationship of employer/employee or master/servant.

The Consultant acknowledges that the entire compensation for this Agreement is specified in Attachment B and the Consultant 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 Consultant 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 consultant relationship such that Cowlitz County is deemed responsible for federal withholding, social security contributions, workers compensation and the like, the Consultant agrees to reimburse Cowlitz County for any payments made or required to be made by Cowlitz County. Should any payments be due to the Consultant pursuant to this Agreement, the Consultant 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 Consultant, 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 Consultant shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Consultant or any employee of the Consultant or any subconsultant or any employee of any subconsultant 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 Consultant 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

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 Consultant 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 Consultant 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 Consultant 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 Consultant. The Consultant 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 Consultant 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 Consultant 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 Consultant. 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 Consultant 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 Consultant 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 Consultant that the County determines necessary to protect itself against loss or liability.

13. Hold Harmless. Consultant shall defend, indemnify, and hold County harmless from and against all claims, demands, losses, damages, or costs, including but not limited to damages arising out of bodily injury or death to persons and damage to property, caused by or resulting from:

(a) The sole negligence of the Consultant, its officers, employees, agents, or subconsultants;

(b) The concurrent negligence of the Consultant, its officers, employees, agents, or subconsultants, but only to the extent of the negligence of the Consultant, its officers, employees, agents, or subconsultants; or

(c) The use of any design, process, or equipment that constitutes an infringement of any United States patent presently issued, or violates any other proprietary interest including copyright, trademark, and trade secret.

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 Consultant 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 Consultant. 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 Consultant 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 Consultant 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 Consultant to termination or damages, provided that the County promptly gives notice in writing to the Consultant 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 Consultant 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 Consultant 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 Consultant, (3) to set off any amount paid or incurred from amounts due or to become due the Consultant In the event the Consultant obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to the Consultant 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. Consultant Commitments, Warranties and Representations. Any written commitment received from the Consultant concerning this Agreement shall be binding upon the Consultant, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Consultant to fulfill such a commitment shall render the Consultant 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. Consultant 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 Consultant’s alleged infringement on any patent or copyright. The Consultant 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 Consultant shall be notified promptly in writing by County of any notice of such claim.

(b) Consultant 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 Consultant 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 Consultant 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 Consultant 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 Consultant shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered.

(b) Notice of Potential Claims The Consultant 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 Consultant 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 Consultant 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. Consultant 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 Consultant 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 Consultant 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 Consultant and/or its consultants or subconsultants, 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 Except as to data or information in the public domain or previously known to Consultant 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 Consultant and County during the course of this Contract. This Contract and such work product in the possession of Consultant 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 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. Consultant 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 Consultant ten (10) days written notice of impending release, and to cooperate with any legal action which may be initiated by Consultant to enjoin or otherwise prevent such release, provided that all expense of any such litigation shall be borne by Consultant, 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 Consultant 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 Consultant according to the “Notice” provision herein. If the Consultant 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 Consultant 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 Consultant obligations under this Contract. The Consultant will fully cooperate with the County in identifying and assembling records in case of any public disclosure request.

(c) Consultant’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, Consultant 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.

(d) In the event the County uses the Instruments of Service without retaining the authors of the Instruments of Service, the County releases the Consultant and Consultant’s subconsultants from all claims and causes of action arising from such uses. The County, to the extent permitted by law, further agrees to indemnify and hold harmless Consultant and its subconsultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the County’s unauthorized use of the Instruments of Service.

22. Recovery of Payments to Consultant. The right of the Consultant 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 Consultant fails, for any reason, to perform obligations required of it by this Agreement, the Consultant may, at the County Project Manager's sole discretion, be required to repay to the County all monies disbursed to the Consultant 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 Consultant shall be subject to the review and approval of the County Project Manager. For purposes of this Agreement, the County Project Manager is:

Name: Will Tastad, Facilities Maintenance Manager

Address: 1600 13th Avenue South Kelso, WA 98626

Phone: 360-577-3199

E-Mail: TastadW@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 Consultant's right to appeal that decision as provided herein.

24. Non-Discrimination. The Consultant 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. Subconsultants. In the event that the Consultant employs the use of any subconsultants, the contract between the Consultant and the subconsultant shall provide that the subconsultant is bound by the terms of this Agreement between the County and the Consultant. The Consultant shall ensure 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 Consultant and not for the benefit of any third parties.

27. Standard of Care The Consultant 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 Consultant currently practicing under similar circumstances. The Consultant 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 Consultant to the County Project Manager. Notice to the Consultant for all purposes under this Agreement shall be given to the person executing the Agreement on behalf of the Consultant 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. 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:

1. Notice of Award; and

2. Addenda; and

3. Agreement; and

4. Conditions of Cowlitz County Request For Qualifications No. 2022-0046-01; and

5. Statement of Qualifications from Consultant dated December 1, 2022.

SPECIAL TERMS AND CONDITIONS

1. Reporting. The Consultant 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 Consultant'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 Consultant 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 Consultant 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

$2,000,000 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

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 Consultant’s and Consultant’s subconsultants’ 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 Consultant’s and Consultant’s subconsultants’ liability insurance policies must be endorsed to show this primary coverage.

Upon request, the Consultant 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 selfinsured 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 Consultant’s most recent annual financial reports and audited financial statements as a condition of approval.

Consultant 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 Consultant to enter into a pre-loss agreement to waive subrogation without an endorsement, then Consultant 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 Consultant 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 Consultant’s and Consultant’s subconsultants’ insurance policies by way of endorsement for the full available limits of insurance maintained by the Consultant and subconsultant, 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 endorsementshallnotberequirediftheConsultantisagovernmentalentityandisinsuredthrough agovernmentalentityriskpoolauthorizedbytheStateofWashington.]

The Consultant 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 voidabinitioif 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 Consultant under this Agreement. All insurance policy deductibles and selfinsured retentions for policies maintained under this Agreement shall be paid by the Consultant

Compensation and/or payments due to the Consultant under this Agreement are expressly conditioned upon the Consultant’s strict compliance with all insurance requirements. Payment to the Consultant shall be suspended in the event of non-compliance. Upon receipt of evidence of Consultant’s compliance, payments not otherwise subject to withholding or set-off will be released to the Consultant. 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.

Sample Task Service Order

AS-12785

BOCC Agenda

Meeting Date: 05/02/2023

Contract Execution: HHS Roof Replacement Project #2023-0001-01

Submitted For: Will Tastad

Department: Facilities Maintenance

Submitted By: Ashley Claussen

Information

Subject and Summary Statement

On April 11, 2023, the Board of County Commissioners voted to award agreement #2023-0001-01 for the replacement of the roof at Cowlitz County Health & Human Services building to C&R Homes and Construction (AS-12733). The agreement has been signed and returned by the contractor and now requires final signature and execution.

The total cost of the agreement is $329,855.26 including Washington State sales tax.

Will Staff Attend - NAME OF STAFF No.

Department Recommendation

It is the recommendation of the Facilities Maintenance Department that the Board sign and execute the agreement with C&R Homes and Construction in the amount of $329,855.26 with a 10% contingency allowance to accommodate unforeseen developments should they arise.

Fiscal Impact

Expenditure Required $: 329,855.26

Budget Sufficient Y-N: Y

Amendment Required Y-N: N

Source of Funds - What Dept ? : CIP

Grant Y-N: N

Attachments

Agreement

Form Started By: Ashley Claussen

Form Review

COWLITZ COUNTY

CONSTRUCTION SERVICES AGREEMENT

CONTRACT NUMBER 2023-0001-01

TITLE: HEALTH & HUMAN SERVICES (HHS) ROOF REPLACEMENT

CONTRACT SUMMARY

Contract Value: $329,855.26including applicable taxes

Estimated Completion Date: One hundred twenty (120) continuous days after Notice to Proceed

Contract Type: Lump Sum

Contract Administrator: Will Tastad

Phone: 360-577-3199

Email: TastadW@cowlitzwa.gov

PARTIES

COUNTY:

Cowlitz County Washington

C/O Facilities Maintenance

1600 13th Avenue S

Kelso, WA 98626

Contract Facilitator: Dylan Wills

Phone:360-577-3199

Email: WillsD@cowlitzwa.gov

CONTRACTOR:

C&R Homes and Construction Services LLC

100 N Howard St., Suite R

Spokane, WA 99201

Contact: Nick Chaney

Phone: 541-222-9481

Fax: N/A

Email: nicholasachaney@gmail.com

THISAGREEMENT made and entered into effectivethe ___________ day of _____________, 2023 by and between COWLITZ COUNTY, a political subdivision of the State of Washington having offices for the transaction of business indicated above and hereinafter referred to as the “County”, and the “Contractor”, named and having offices for the transaction of business indicated above jointly, hereinafter referred to along with the County as the“Parties”.

WHEREAS, the Board of County Commissioners of Cowlitz County pursuant to the provisions of the Revised Code of Washington Section 36.32.120(6) has the care of County property and the management of County funds and business; and

WHEREAS, the Board of County Commissioners of Cowlitz County pursuant to the above cited statutory section did let out for bid the Cowlitz County HHS Roof Replacement Project #2023-0001-01; and

WHEREAS,CowlitzCountydidonMarch14,2023publiclyopensaidbidsanddidonApril11,2023acceptthebidoftheContractor herein as the lowest responsible bidder for HHS Roof Replacement Project #2023-0001-01.

NOW,THEREFORE,forandinconsiderationofthemutualpromisessetforthherein,thepartiesheretodomutuallyagreeasfollows:

ARTICLE 1. COMPENSATION, WORK AND SERVICES.

The Contractor, for the consideration of three hundred twenty-nine thousand eight hundred fifty-five dollars and twenty-six cents ($329,855.26), including applicable sales tax, for work performed as specified in the “Contract Documents” as enumerated herein below,shallinstrictaccordancewithalloftheprovisionstherein,performallworkandprovideallmaterialscalledforbytheContract Documents. The County agrees to pay the Contractor for said work as specified in the “Contract Documents.”

ARTICLE 2. CONTRACT DOCUMENTS

TheContractDocuments consistofthis Agreement,allconditions ofCowlitz CountyBidNo. 2023-0001-01 and otherdocuments listed below issued prior to the execution of this Agreement and all modifications and change orders issued subsequent thereto. These forma contract and all are as fully a part of the contract as if attached to this Agreement or repeated herein. In the event of a conflict between documents the order of precedence will be the order listed below. An enumeration of the contract documents is set forth below:

1. Change Orders; and

2. Notice to Proceed; and

3. Notice of Award; and

4. Agreement; and

5. Addenda; and

6. Specifications, Project Conditions and Drawings;and

7. The provisions of Cowlitz County Bid No. 2023-0001-01; and

8. The bid proposal of the contractor dated March 12, 2023.

ARTICLE 3. RELATIONSHIP OF THE PARTIES

The parties intend that an independent contractor relationship will be created by this Agreement. The County is interested only in the results to be achieved, and the conduct and control of all services or work will lie solely with the Contractor. No agent, employee, servant or otherwise of the Contractor shall be or shall be deemed to be an employee, agent, servant or otherwise of the County for any purpose, and the employees of the Contractor are not entitled to any of the benefits that the County provides for County employees. The Contractor will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, subcontractors, or otherwise during the performance of his Contract. In the performance of the services herein contemplated, the Contractor is an independent contractor with the authority to control and direct the performance and details of the work, the County beinginterested onlyin the results obtained; however, theworkcontemplated herein must meet the approval of the County pursuant to the provisions of the agreement under which the services and work were let to theContractor.

ARTICLE 4. INDEMNIFICATION

The Contractor is an independent contractor and not the agent or employee of the County. No liability shall attach to the County for entering into this Contract or because of any act or omission of the Contractor except as expressly provided.

The Contractor agrees to defend, indemnify and hold the County and the County's Consultant(s), when used on the project, harmless from any and all claims, including but not limited to reasonable attorney fees, demands, losses and liabilities to or by third parties arising from, resulting from or connected with services performed or to be performed under this contract by the Contractor, its agents or employees to the fullest extent permitted by law. The Contractor's duty to indemnify the County and Consultant shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting fromthe sole negligence of the County or Consultant, their agents or employees. The Contractor's duty to indemnify the CountyandConsultantforliabilityfordamagesarisingoutofbodilyinjurytopersonsordamagetopropertycausedbyorresulting from the concurrent negligence or (a) the County or Consultant, their agents or employees, and (b) Contractor, its agents or employees shall apply only to the extent of negligence of the Contractor or its agents or employees. Contractor's duty to defend, indemnify and hold the County harmless shall include, as to all claims, demands, losses and liability to which it applies, the County's personnel-related costs, reasonable attorney's fees, court costs and all other claim-relatedexpenses.

The Contractor's indemnification shall specifically include all claims for loss liability because of wrongful payments under the Uniform Commercial Code, or other statutory or contractual liens or rights or third parties, including taxes, accrued or accruing as a result of this contract or work performed or materials furnished directly or indirectly because of this contract.

Contractor further agrees that this dutyto indemnifyCountyapplies regardless of any provisions in RCW Title 51 tothe contrary, including but not limited to any immunity of Contractor for liability for injuries to Contractor's workers and employees, and Contractor herebywaives any such immunity for the purpose of this duty toindemnifyCounty.

ARTICLE 5. TERMINATION

Contract(s) resulting from this bid may be terminated, in whole or in part, under the following conditions: 1) by mutual written agreement; 2) bytheCounty for breachbythebidder of any of the obligations or requirements set forth inthe contract documents. TheCountyretains the optiontorequire thebiddertoassume liabilityfor anyandall damages, includingtheexcess ofre-procuring similar products or services; 3) for the convenience of the County; or 4) by the County for non-appropriation of funds.

ARTICLE 6. TERMINATION BY THE COUNTY WITHOUT CAUSE

Notwithstandingany other provisions contained herein, theCounty, withoutcause, mayterminatethe contractbetween the parties by providing notice to the Contractor. Upon termination under this section: 1) All remaining obligations of the parties are discharged, but any right based upon breach or performance occurring prior to termination survives; 2) If the reasonable costs of performance incurred by the Contractor prior to termination exceed the amount paid by the County to the Contractor on the Contract Sum, the County shall reimburse the Contractor in the amount of such excess; 3) If the amount paid by the County to the Contractor on the Contract Sum exceeds the reasonable costs of performance incurred by the Contractor prior to termination, the Contractor shall reimburse the County in the amount of such excess; 4) Any funds obtained or retained by the Contractor as provided in 2) or 3) of this paragraph, shall constitute full payment and consideration for the services performed bythe Contractor prior to termination.

ARTICLE 7. MAINTENANCE OF RECORDS

The Firmwill maintain, for at least three (3) years after completion of this contract, all relevant records pertaining to this contract. The Firmshall make available to the County or the Washington State Auditor or their duly authorized representatives, atany time during their normal operating hours, all records, books or pertinent information which the Firm shall have kept in conjunction with this Agreement and which the County may be required by law to include or make part of its auditing procedures, an audit trail or which may be required for the purpose of funding the services contracted forherein.

ARTICLE 8. VENUE STIPULATION

This Agreement has and shall be construed as having been made and delivered in the State of Washington, and the laws of the State ofWashingtonshallbeapplicable toits constructionandenforcement. Anyactionatlaw,suitinequity orjudicialproceeding for the enforcement of this Agreement or any provisions hereto shall be instituted only in courts of competent jurisdiction within Cowlitz County, Washington, unless relocation or commencement elsewhere is required by law.

ARTICLE 9. COMPLIANCE WITH LAWS

TheContractor inthe performance ofthis Agreementagrees to complywithallapplicable federal, state andlocallaws, ordinances and regulations including but not limited to those pertaining to civil rights. The Contractor may not, without the prior written approval of the County, assign, sublet or transfer in whole or in part his interest in this Agreement.

ARTICLE 10. INTEGRATION

This Agreement contains all the terms and conditions agreed upon by the Parties. No other understanding, oral or otherwise regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties. All Parties have read and understand the above contract and now state that no representations, promises, or agreements not expressed by this Agreement have been made to induce the other to execute the same.

ARTICLE 11. LIQUIDATED DAMAGES

Time is of the essence in the performance of the contract. Because the County finds it impractical to calculate the actual costs of delays, it has adopted the Liquidated Damage Table in the Attachment to the Bid Documents.

Liquidated damages will not be assessed for any days for which an extension of time is granted. No deduction or payments of liquidated damages will in any degree, release the Contractor from further obligation and liabilities to complete the entire work.

ARTICLE 12. RECOVERY OF FUNDS

Whenever, under the contract, any sum of money shall be recoverable from or payable by the Contractor to Cowlitz County the same amount may be deducted from any sum due to the Contractor under the contract or under any other contract between the contractor and Cowlitz County. The rights of Cowlitz County are in addition and without prejudice to any other right Cowlitz County may have to claim the amount of any loss or damage suffered by Cowlitz County on account of the acts or omissions of the Contractor.

ARTICLE 13. ENFORCEMENT COSTS

If any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs, and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs, and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

ARTICLE 14. ANTI-KICKBACK

No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement, shall have or acquire any interest in this agreement, or have solicited, accepted or granted a present or future gift, favor, service, or other thing of value from or to any person involved in this Agreement.

ARTICLE 15. WAIVER

No officer, employee, agent or otherwise of the COUNTY has the power, right or authority to waive any of the conditions or provisions to this Agreement. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this Agreement or at law shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law. Failure of the COUNTY to enforce at any time any of the provisions of this Agreement or to require at any time performance by CONTRACTOR of any provision hereof, shall in no way be construed to be a waiver of such provisions, nor in any way affect the validity of this Agreement or any part hereof, or the right of the COUNTY to hereafter enforce each and every suchprovision.

ARTICLE 16. EXECUTION

The PARTIES warrant that the officers/individuals executing below have been duly authorized to act for and on behalf of the Party for purposes of confirming this Agreement.

ARTICLE 17. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same.

ARTICLE 18. THIRD PARTY BENEFICIARIES

This Agreement is intended for the benefit of the COUNTY and CONTRACTOR and not for the benefit of any third parties.

DocuSign Envelope ID: 17598792-058F-4FF4-AFE4-1D4C22996237

ARTICLE 19. SURVIVAL

Without being exclusive, the Article for Indemnification and the Article for Venue Stipulation of this Agreement shall survive any termination, expiration or determination of invalidity of this Agreement in whole or in part. Any other Articles of this Agreement which, by their sense and context, are intended to survive shall also survive.

IN WITNESS WHEREOF, the said Contractor has executed this instrument, and the said Board of County Commissioners pursuant to resolution duly adopted, has caused this instrument to be executed by and in the name of said Board on the day and year set forth herein.

CONTRACTOR

BOARD OF COUNTY COMMISSIONERS OF COWLITZ COUNTY, WASHINGTON

Signature Richard R. Dahl, Chairman

Nicholas A Chaney

Print Name Arne Mortensen, Commissioner

Owner

Title

Date:

4/20/2023

Dennis P. Weber, Commissioner

ATTEST:

Kelly Dombrowsky, Clerk of the Board

AS-12791

BOCC Agenda

Meeting Date: 05/02/2023

Consent 5. a.

Letter dated 4/26/2023 from the Port of Longview regarding the International Way Grade Separation Project

Submitted For: Kelly Dombrowsky, Clerk of the Board

Submitted By: Kelly Dombrowsky, Clerk of the Board

Department: Commissioners Office

Information

Subject and Summary Statement

Letter dated 4/26/2023 from the Port of Longview regarding the International Way Grade Separation (IWGS) Project.

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Letter

Form Started By: Kelly Dombrowsky

Final Approval Date: 04/26/2023

Form Review

Started On: 04/26/2023 02:43 PM

AS-12787 6. BOCC Agenda

Meeting Date: 05/02/2023

BID AWARD - Ostrander Road Culvert Replacement - Project No. 1209 - Quigg Brothers, Inc.

Submitted For: Susan Eugenis, Public Works

Department: Public Works

Submitted By: Emilie Cochrane, Public Works

Information

Subject and Summary Statement

Bids were received and opened on April 25, 2023, for the Ostrander Road Culvert Replacement Project. Bids were received as noted on the attached bid tabulation.

Will Staff Attend - NAME OF STAFF or No

Yes

Department Recommendation

It is the recommendation of the Department of Public Works that the Board move to award the bid for the Ostrander Road Culvert Replacement project to Quigg Brothers, Inc., as the lowest responsible bidder for the total cost of $2,457,651.60, which includes Washington State sales tax.

APPROVED this 2nd day of May, 2023.

BOARD OF COUNTY COMMISSIONERS OF COWLITZ COUNTY, WASHINGTON

Richard R. Dahl, Chairman

Arne Mortensen, Commissioner

Dennis P. Weber, Commissioner

Attest:

Kelly Dombrowsky, Clerk of the Board

Fiscal Impact

Expenditure Required $: 2,247,652

Budget Sufficient Y-N: Y

Amendment Required Y-N: N

Source of Funds - What Dept ? :

Grant Y-N:

Bid Tabulation

Attachments

Inbox

Roger Maurer

Emilie Cochrane (Originator)

Roger Maurer

Emilie Cochrane (Originator)

Roger Maurer

Emilie Cochrane (Originator)

Form Review

Reviewed By Date

Emilie Cochrane 04/25/2023 03:33 PM

Emilie Cochrane 04/25/2023 03:43 PM

Emilie Cochrane 04/25/2023 03:57 PM

Roger Maurer Roger Maurer 04/25/2023 04:03 PM

Susan Eugenis Susan Eugenis 04/26/2023 07:28 AM

Mike Moss, Public Works Mike Moss 04/26/2023 11:26 AM

Form Started By: Emilie Cochrane Started On: 04/25/2023 02:47 PM

AS-12786

BOCC Agenda

Meeting Date: 05/02/2023

Coroner

Submitted For: Dana Tucker, Coroner

Department: Coroner

Subject and Summary Statement

Motion Items 7.

Submitted By: Dana Tucker, Coroner

Information

Pursuant to the Cowlitz County Contracting and Purchasing Policy 5.1 - a contract under $10,000 signed by a county official is to be submitted to the Clerk of the Board within ten days of entering into the contract or amendment and placed in the Commissioners' Record.

Will Staff Attend - NAME OF STAFF

Yes

Department Recommendation

This agenda item is to implement the Professional Service Agreement Contract between Dr. Emmanuel Lacsina and the Cowlitz County Coroner's Office for Forensic Autopsies, as needed when Dr. Nelson is unavailable.

Attachments

Personal Service Agreement  Insurance

Form Started By: Dana Tucker

Form Review

PERSONAL SERVICES AGREEMENT

THlS AGREEMENT is entered into between COWLITZ COUNTY, hereinafter referred to as “COUNTY" and Pacific Northwest Forensic Pathologist. P.S., and hereinafter referred to as “CONTRACTOR” toprovide forensic services for the Cowlitz County Coroner, as further described below and as in the best public interest.

The parties agree as follows:

CONTRACTOR PERFORMANCE

The Contractor shall provide the following services to the county: Forensic services for the Cowlitz County Coroner, including full and partial autopsies, external examinations, consultations, and toxicology interpretation in accordance with national professional guidelines. See the attached outline of scope of services, attached as Exhibit 1 and incorporated herein by reference, for further detail on the Contractor’s scope of services.

Services will be provided on an as-needed basis at the discretion of the Coroner. The Contractor shall be paid for services provided as set forth in Exhibit 2 below

The Cowlitz County Coroner shall administer this agreement on behalf of the County, and the Contractor shall perform the requested services to the satisfaction of the Coroner. The Coroner’s determination of satisfaction with the Contractor’s services shall be based on reasonable and objective standards that are not inconsistent with this agreement.

GENERAL TERMS AND CONDITIONS

1. Effective Date. This agreement shall take effect once each party has signed it.

2. Termination. This agreement shall terminate on January 1, 2024, where at that time, another contract can be implemented. This agreement may be terminated by either party, for convenience or cause, upon receiving 30 days’ notice in writing addressed to the CONTRACTOR or the Board of County Commissioners, postage prepaid, sent by certified mail, to the last known address of the CONTRACTOR or COUNTY.

3. Independent Contractor. The CONTRACTOR is an independent Contractor of the COUNTY, and as such is not subject to the COUNTY'S immediate control or direction in the performance of the required services. Neither the CONTRACTOR nor any of the CONTRACTOR’S employees or agents shall be deemed to be an official employee or agent of the COUNTY. The CONTRACTOR is solely responsible for his or her acts and for the acts of his or her officers, employees, agents, and subcontractors. Additionally, the CONTRACTOR makes the following assurances:

(a) The CONTRACTOR is customarily engaged in an independently established trade, occupation, profession, or business, of the same nature as that involved in this agreement.

(b) If the CONTRACTOR has a principal place of business that is eligible for a business deduction for federal income tax purposes, the CONTRACTOR is responsible for the costs of such principal place of business.

(c) The CONTRACTOR is responsible for filing with the Internal Revenue Service, at the next applicable filing period, a schedule of expenses for the business the CONTRACTOR is conducting.

(d) The CONTRACTOR has established, or shall promptly establish, an account for the business with the Washington Department of Revenue, and with other state agencies as the circumstances may require. The CONTRACTOR shall pay all required state taxes normally paid by employers and businesses. The CONTRACTOR has registered for and received a unified business identifier number from the state of Washington.

(e) The CONTRACTOR maintains a separate set of books or records that reflect all items of income and expenses of the business the CONTRACTOR is conducting.

4. Record Keeping. CONTRACTOR shall retain all records dealing with the administration of this agreement for a period of three years from the date of termination hereunder, or such longer period as requested by the COUNTY. All of CONTRACTOR’S records pertaining to this agreement shall be available for inspection by the COUNTY or any auditing agency at any reasonable time.

5. Non-Discrimination. In performing its obligations hereunder CONTRACTOR shall comply with all applicable federal, state, and local laws and regulations pertaining to non-discrimination. Should grant funding be obtained, CONTRACTOR shall comply with all non-discrimination provisions of the granting agency.

6. Indemnification.

(a) The CONTRACTOR shall defend, indemnify, and hold harmless the COUNTY from and against all claims arising out of or in any way related to any act or omission, and whether intentional or negligent, on the part of the CONTRACTOR and/or the CONTRACTOR’S officers, employees, agents, subcontractors, or suppliers. Without limiting the generality of the preceding sentence, the CONTRACTOR’S foregoing duty to defend, indemnify, and hold harmless extends to: (i) any claim that involves or alleges any concurrent or joint negligence on the part of the COUNTY and the CONTRACTOR and/or its officers, employees, agents, subcontractors, or suppliers; and (ii) any claim by or on behalf of any of the CONTRACTOR’S officers or employees, and solely to that extent the CONTRACTOR waives its immunity under the industrial insurance laws (RCW Title 51). The CONTRACTOR shall have no duty to defend, indemnify, or hold harmless with respect to any claim that arises from the COUNTY'S own negligence.

(b) For the purposes of this section, (i) "claim" means all claims, lawsuits, causes of action, administrative actions, liabilities, settlements, damages, costs, and attorney’s fees, and (ii) "COUNTY"

means Cowlitz County, its boards and commissions, and all past, present, and future officials, employees, agents, or volunteers of the COUNTY.

(c) This section shall survive the completion, expiration, and/or termination of this Agreement.

7. Subcontracting and Assignments. The CONTRACTOR shall not subcontract any portion of the required services as described in this agreement without the COUNTY’S prior written consent. The CONTRACTOR likewise shall not assign all or any portion of this agreement without the COUNTY’S prior written consent. Any purported assignment without this consent shall be void. Any consent granted by the COUNTY under this paragraph may be subject to such conditions as the COUNTY deems appropriate.

8. Insurance Contractor will maintain professional liability insurance during the term of this Agreement substantially in the form and with the coverages reflected in the Certificate of Insurance, which is attached as Exhibit 3 and incorporated herein by reference.

9. Conflict of Interest. The CONTRACTOR hereby affirms that neither it or its agents/employees has any present or contemplated personal interest in the property, which is the subject of this AGREEMENT.

10. Attorney’s Fees. Any action or suit relating to the enforcement of this AGREEMENT in any claim, action or suit relating to the enforcement of or arising out of this AGREEMENT, each party in any of these events shall be responsible for its own attorney’s fees and costs and expenses expended or incurred in connection with any such suit or action or claim

11. Governing Law. This AGREEMENT and the rights and obligations of the parties hereunder shall be governed by the laws of the State of Washington.

12. Compliance with Laws. Throughout the duration of this agreement, the CONTRACTOR shall comply with all applicable federal, state, and local laws, rules, regulations, and orders.

13. Entire Agreement. This written agreement constitutes the parties' entire and integrated agreement, and supersedes all prior and contemporaneous negotiations, representations or agreements, and written or oral.

14. Amendments. No provision of this agreement may be amended or modified except by a further written document signed by the COUNTY and the CONTRACTOR

Approved this ___ day of ____________, 2023

* BOARD OF COUNTY COMMISSIONERS OF COWLITZ COUNTY, WASHINGTON

Authorized Signature Dennis P. Weber, Chairman

Pacific Northwest Forensic Pathologist P.S./ Arne Mortensen, Commissioner Emmanuel Lacsina, M.D., President

Date Richard Dahl, Commissioner

CONTRACTOR’s Mailing Address

ATTEST: Kelly Dombrowsky, Clerk of the Board

APPROVED AS TO FORM: Deputy Prosecuting Attorney

Exhibit 1:

Scope of Services As Follows:

Dr. Lacsina shall provide the following services for the Coroner’s Office and County:

1. Consultation as needed on deaths.

2. Full autopsies as needed/appropriate.

3. External exams as needed/appropriate.

4. Medical records reviews

5. Obtain toxicological specimens as needed/appropriate.

6. Histological services and laboratory analysis to be performed as needed/appropriate.

7. Maintain current licensing requirements for the State of Washington, including but not limited to license to practice medicine, and provide the County with copies of all licensure.

Exhibit 2:

Rates of Service are as follows:

Dr. Lacsina shall provide invoices to the County with an invoice for services at least once a month with each service performed. These invoices shall contain:

1. The date of service(s)

2. The services provided

3. The case number

4. The remittance address

The County will pay the invoice within thirty (30) days of its receipt. The fee schedule for the services shall be as follows:

1. Full Forensic Autopsy Examination = $2100

a. Homicide Autopsies = $4200

2. Partial Forensic Autopsy Examination = $1500

3. External Examination = $1200

4. Consultation (Review of Medical Records) for death certificate = $350

5. Travel time (other than relating to performance of autopsy or external examination) = $100/hr.

AS-12759

BOCC Agenda

Meeting Date: 05/02/2023

8.

11:00 A.M. BID OPENING: Road Surfacing Materials for the Period of May 1, 2023 through April 30, 2024

Submitted For: Shawn Roewe, Public Works

Department: Public Works

Submitted By: Carol Sides, Public Works

Information

Subject and Summary Statement

Bids for Road Surfacing Materials for the period of May 1, 2023 through April 30, 2024 are scheduled to be opened at 11:00 a.m. on May 2, 2023.  Attached is a bid submittal worksheet.

Will Staff Attend - NAME OF STAFF or No

Yes

Department Recommendation

It is the recommendation of the Department of Public Works that the Board open bids as scheduled.

Attachments

Preliminary Bid Results Worksheet

Form Started By: Carol Sides

Form Review

DEPARTMENT OF PUBLIC WORKS

1600 – 13th Avenue South

Kelso, WA 98626

TEL (360) 577-3030

FAX (360) 636-0845

Washington Relay Service 711 or (888) 833-8633

www.co.cowlitz.wa.us/publicworks/

PRELIMINARY BID RESULTS

ROAD SURFACING MATERIALS

May 1, 2023 through April 30, 2024

BIDS OPEN: May 2, 2023 @ 11:00 A.M.

ESTIMATE: N/A

Board of County Commissioners

Arne Mortensen District 1

Dennis P. Weber District 2

Richard R. Dahl District 3

Submitted Bid: Yes/No

A list of qualified suppliers will be made from the bids received.

AS-12761

BOCC Agenda

Meeting Date: 05/02/2023

11:00 A.M. BID OPENING: Asphalt Materials for the Period of May 1, 2023 through April 30, 2024

Submitted For: Shawn Roewe, Public Works

Department: Public Works

Submitted By: Carol Sides, Public Works

Information

Subject and Summary Statement

Bids for the purchase of asphalt materials to be used by Public Works, for the period of May 1, 2023 through April 30, 2024, are scheduled to be opened on May 2, 2023 at 11:00 a.m.  Attached is a bid results worksheet.

Will Staff Attend - NAME OF STAFF or No No

Department Recommendation

It is the recommendation of the Department of Public Works that the Board open bids as scheduled.

Attachments

Preliminary Bid Results Worksheet

Form Started By: Carol Sides

Form Review

Started On: 04/13/2023 03:21 PM

9.

DEPARTMENT OF PUBLIC WORKS

1600 – 13th Avenue South

Kelso, WA 98626

TEL (360) 577-3030

FAX (360) 636-0845

Washington Relay Service 711 or (888) 833-8633

www.co.cowlitz.wa.us/publicworks/

PRELIMINARY BID RESULTS1

ASPHALT MATERIALS

BIDS OPEN: May 2, 2023 @ 11:00 A.M.

ESTIMATE: N/A

Board of County Commissioners

Arne Mortensen District 1 Dennis P. Weber District 2 Richard R. Dahl District 3