HomeMy WebLinkAboutPSA Accurate Electric UnlimitedThis Agreement is made by and between Kittitas 9.lrntv (hereinafter,,the county,,)3:i,,ffii[E"=i:",ff-unlimitld, lnc. rnereinanJl "conti".,"rr in" counry and
cun:Lu| Crgnd ition s; e{1U;t {S"op* of Work) ; Exh ibit A/qCo*p"nsa tion);Exhibit C(proof of lnsurance).
::ii:ilH[;j are attached hereto and incorporated herein by this reference as fuly as if
The term of this Agreement shall^commence upon signature by alr parties, andcontinue until comoletion of tne prolect. Any party rrviu-inate this Agreement by givingthirty (30) days' notice in *titindu]iiJ, pur.onatty oetruereo
-or
maired fiostage-prepaid byfffl,"ni ffi:J"#::fff?'"'d?fftuo, lo
're
party;s i"Ji r,no*n address r* *,* p*p"r"i
contractor acknowledges and by signing this Agreement agrees that thelndemnificarion provisions setiorf, i" eafgra;n: i r,.lloendent contralio4, 9 (Taxes),15 (Defense and lng:r.liru ngi";r"nt),-2i tpatJnucopyright tnfringement) and 24
ffi:ffiJ}'iilYl;X'f*3f"tLnir'rrv part or ti' Agi"*ment-and hav-e-been mutualy
Profession a I Services Agreement (r ev. 0g I 24 I Z0 1 g)Page 1 of 17
of @wTNEss
WHEREoF, the parties have executed this Agreement this # o^,
APPROVED:
Accurate Electric Unlimited, lnc.BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY,
7->o {
S of rg natory & Date Chairman
missioner
Attest:
of the
nS o fO(Or^._ Dr kcn
Print Name of Signatory
utl
l,ill to Form:
uting
14
rney
By
Depug Prosec
Contractor Address:
PO Box 871866
Vancouver, WA 9g6g7
Project Contact:
James Monroe, AEU
Gounty's Address:
Kittitas Coun ty
205 West bth Avenue, Suite 108Ellensburg,wA 98926
Project Contact:
S_teve Panattoni, Commander
(509) 962-7527
Profess ional Services A gmement (rev. 09 lZ4 120 1 glPage 2 of 1T
GENERAL CONDITIONS
1
Contractor ag rees to provide to the Coun ty services and any materials set forth in theproject na rrative identified in Exhibit'A', du ring the Agreement period. No material, labor,or facilitie s will be furnished by the County, unless oth erwtse provided for in theAgreement.
2
4.
nce of rk
Contractor
provisions
shall perform work in accordance with, and sha, compry with, a, of theof this Agreement' All work shalt compty wiitr rppro"ol" codes and ordinances.
3,. .Schedule of performance:
Unless directed ottren.nise oy the county, contractor shall perform the work in accordancewith any schedules made a fiart ofttris Agreement.
itio NS
4.2
4.3
5 dP for
Payment to the Contractor for services rendered under this Agreement shall be as setforth in Exhibit "8". Where Exh ibit "8" requires payments by t he County, pa yment shall bebased upon billin gs, supported unless otherwi se provided in Exhibit "8", by documentationof units of work actually performed and am ounts earned, includi ng where appropriateactual number of days worked each month , total number of ho urs for the month, an d thetotal dollar pa yment requested. Unless s pecifically stated in Exhibit "8" or approved inwriting in advance by the Kittitas Cou nty Board of Commiss roners, the County will notreimbursethe Contractor for a ny costs or expenses incu rred by the Contractor inperformance of this Agreement.
"Additional tnsureds" means the county, its successors and assigns, andthe respective directors, officers, emprbye"r, ,glnt, and representatives ofthe County and its successors and assigns."support" means the fotowing' contraito.r,s directors, officers, emproyees,agents and representatives; and sub-contractors oi "iv tier; the respectivedirectors, officers, employees, agents and representatives of these sub_contractors of any tler; ind
"ny"
Lftr"r purron o,. "ntitv acting under thedirection or controi of, or on uenlti of, contractoi or any contractor,s sub_contractors of any tier in .onn""iion with or incioeni to the performance ofthe Work or this Agreement.
The "work" t""nJ all of the duties listed in Exhibit A and the performance ofall other obligations, under this Agreement by contracior or its support.
4.1
, the
where required' the county sha.ll, upon receipt of appropriate documentation, compensatethe contractor' no more often than monthly, .tnrou6[ tn9 coynty voucher system, for thecontractor's seryice pursuant to the ree scnlouddiiortn in Exhibit ,,B,,.
Professional Services Ag reement (rev . 091 24 t20 1 8)Page 3 of 17
6.. Assignment and Subcontracting:
No portion of this Agreement rnay be assigned or subcontracted to any other individual,firm or entity without the express and prior r,iritten
"ppiou"l of the county.
The contractor acknowledges that the entire compensation for this Agreement is specifiedin Exhibit "8" and the contractor is not.entitled to any county beneilts including, but notlimited to: vacation pay, holiday pay, sick leave pay,'medical, dental, or other insurancebenefits, or any other rights or piiviteges afforded to rittitas couniy "rptoy""r.
contractor will defend, indemnify and hold harmless the county, its Additional lnsureds,officers, agents or employees irom any loss or expense, including but not limited tosettlements, judgments, setoffs, attorneys' fees or costs incurred ny"r""ron of claims ordemands because of breach of the provisions of this paragraptr.
7. lnd nde ntC
The Contractor's se rvices shall be furnished by the Contractor as an independentContractor and nothi ng herein contained shall be construed to create a relationsh ip ofemployer-employee or master-servant but al payments made hereunder and all s ervtcesperformed shall be made and performed pursuant to this Agreement by the Contractor asan independent Contractor
8 Gua of
The performance of all or part of this Agreement b y the Contractor shall not operate tovest any employment rights whatsoever and shall not be deemed to gua rantee anyemployment of the Contractor or an y employee of the Contractor or any sub-Contractor orany employee of any sub-Contracto r by the County at the present time or in the future
9. Taxes:
The contractor understands and acknowledges that the county will not withhold Federalor State income taxes. Where required by Siate or Federal law, the Contractor authorizesthe county to make withholding for any taxes other than jncome taxes (i.e. Medicare). Allcompensation received by the contractor will be reported to the lnternal Revenue serviceat the end of the calendar year in accordance with ihe applicable IRS regulations. lt is theresponsibility of the contractor to make th.e.ngcessary estimated tax payments throughoutthe year, if any, and the contractor is solely liable ior any tax obligation arising from thecontractor's performance of this Agreement. The contractor hereby agrees to indemnifythe County against.any demand tJ pay taxes arising from the Coniracfur,s failure to paytaxes on compensation earned pursuant to this AgreJment.
The county will pay sales and use taxes imposed on goods or services acquiredhereunder as required by law. The contractor musi p"v att other taxes including, but notlimited to' Business and occupation Tax, taxes based on the contractor,s gross or net
P rofessiona I Seryices Ag ree ment (rev . 09 I 24 I 20 1 g)
Page 4 of 17
lncome, or personal property to which the county does not hold tifle. The County isexempt from Federal Excise Tax.
10 U a U nt
This Agreement shall be subject to all laws, rules and regulations of the United States ofAmerica, and State of Washington, and political subd ivisions of the State of Washi ngton,and to any other provis ions set forth herein or in the a ttached exhibits
12
11. Riqht to Review:
This contract is subject to review by any Federal or state auditor. The county or itsdesignee shall have the right to review and monitor the financial and service componentsof this program by whatever means are deemed expedient by the county. such reviewmay occur with or without notice, and may include, but is not limited to, on-rit" inspectionby county agents or employees, inspeciion of ali records or other materials which thecounty deems pertinent to the Agreement and its performance, and any and allcommunications with or evaluation -by
serv_ice recipients under this Agreement. Thecontractor shall preserve and maintain all financiar'r"."ror'"ri HA relating to theperformance of work under this Agreement for 6 years after contract termination, and shallmake them available for such reiiew, within xitiitas county, state of washington, uponrequest.
Modifications:
12'1 Either pa.rty may request changes in the Agreement. Any and all agreedmodifications shall be in writing,iigned oy ea"cn of the parties.
12'2 The counlY .ma.y, at any time, by written notice thereof to contractor("change Notice") makes changes ih tne work within the general scope ofthis Agreement, incruding, but not rimited to: (a) changes in, revisions to,substitutions for, additions to or deretions of'any w;r"'- fn;'.t,"ng", inschedule; and (c) acceleration, deceleration or suspension of performanceof any Work.
12'3 lf any change in the work causes an increase or decrease on contractor,scost of, o1 fhe time required for, performance of the work, an equitableadjustment in the compensation to'Contractor and in the schedule for theperformance of the work shall be made to reflect such an increase ordecrease.
12'4 Notwithstand.lng any dispute or delay in arriving at a mutually acceptableequitable adjustment, Contractor shall proceed in accordance with allchange Notices. contractor tr:tj within tirirty leoy days afterieceipt of anyChange Notice that does not set forth any acteptable adjustment, submit tothe County a written statement setting tortfr any adjustment claimed.
Professiona l Services Ag reement (rev . 09 124 120 1 g)
Page 5 of 17
12.5 lf any change results in a decrease in the work performed, Contractor shallbe entitled to compensation associated with changhg the work, such asrevising design already completed, revising catcrtatloni already performed,and revising documents.
13. Te for Default:
lf the Contractor d efaults by failing to perform an y of the obligations of the Agreement orbecomes insolvent or is declared bankrupt or commits any act of ba nkruptcy or insolvencyor makes an assig nment for the benefit of creditors, the County may, by depositing writtennotice to the Contractor in the U.S. mail , postage prepaid, termi nate the Agreement, and atthe C ounty's option, obtain performa nce of the work els ewhere. lf the Agreement isterminated for default, the Contractor shall not be entiiled to receive any further paymentsunder the Agreement until all work ca lled for has been ful performed. Any extra cost orlydamage to the County resultin g from such default(s) sha ll be deducted from a ny moneydue or coming due to the tractor. The Contractor shall bear any extra expensesincurred by the County in com pleting the work, and alld amage sustained, or which may besustained by the County by reason of such default
14. Te b enceThe County may te rminate the Agreement in whole or in part whenever the Coun tydetermines, in its sole discretion that such te rmination is in the best interests of theCounty\Menever the Agreement is termina ted in accordance with this paragraph, theContractor shall be entitled to paymen t for actualwork performed at unit co ntract prices forcompleted items of work. ln t he event of such termination,an equitable adjustment shallbe made in the compensation pa yable to Contractor
Con
lf a notice of termination for default has been issued and it is later determined for anyreason that the contractor was not in default, the righG and obligations of the parties shallbe the same as if the notice of termination had been-issued pursuant to the Termination forPublic Convenience paragraph hereof.
An equitable adjustment in the contract nlce for parlially completed items of work will bemade' but such adjustment shall not include prbvision for loss of anticipated profit ondeleted or uncompleted work. Termination of tiir Agr""ment by the county at any timeduring the term, whether for default or conveniencle, shall not constitute a breach ofcontract by the County.
15. Defense & Indemnity Aqreement:
The contractor agrees to inoJhitl oefend, indemnify and hold harmless the county, itsAdditional lnsureds, appointed and electiu" om."ir, agents and employees, from andagainst all loss or expense, including but not limited to jJdgmentr, ,"ttLrents, attorney,sfees and costs by reason of any and all claims and demands upon the county, itsAdditional lnsureds, its elected or appointed officials, agents, or employees for damagesbecause of personal or bodily injury, including oeatr at any time resulting therefrom,
Professiona I Services Agree ment (r ev . 091 24 120 1 g)
Page 6 of 17
sustained by any person or persons and on account of damage to property including lossof use thereof, whether such injury to persons or damage to prope1y is due to thenegligence of the contractor, its sub-contractors, its elected officers, employees or theiragents, except only such injury or damage as shall have been o.."*ion"d by the solenegligence of the county, its nooitional lnlureds, appointed or elected officials, agents, oremployees' lt is further provided that no liability .i'rrtt "tt".h to the county by reason ofentering into this contract, except as expressly piovided herein.
.16. lndustrial lnsurance Waiver:
with respect to the performance of this Agreement and.as to claims against the county, itsAdditional lnsureds, o-ffice1s, agents and-employees, the contractor expressly waives itsimmunity under Title 51 of the Revised code of wastrington, the tnoustiat lnsurance Act,for injuries to its em.plo.yges and agrees that the ootigatiJns to inoemnrfy,'oefend and holdharmless provided in this
"gr""t6ntextend to any"ctaim broughiov
"';on behalf of anyemployee of the contractor, This waiver is mutuail/ negotiated by the parties to thisAgreement.
17. Venue and Choice of Law:
ln the event that any litigation should.arise concerning the construction or interpretation ofany of the terms of this Agreement, the venue of su"cn action or tftigati;n shall be in thesuperior court of the state of Washington in and for the corr'iv-lr Kittitas. ThisAgreement shall be governed by the law oithu State of washington.
18 ho ldinq Pavm ent
ln the event the C ontractor has failed to perform any obligation to be performed by theContractor under this Agreement within the time set forth in this Agreement, then theCountymay, upon written notice, with hold all monies due and payable to Contractor,without penalty, until such failure to pe rform is cured or othenryise adjudicated
20.2
1-9. Future Non-Allocation of Funds:
lf sufficient funds ar9 not appropti"ted or allocated for payment under this Agreement forany future fiscal period, the county will not be obligaGo'to mat<e prvr"rtr for services oramounts incurred after the end of the cunent fiscll period. rrr" b"r"rtv or expense shallaccrue to the County in the event this provision applies.
39. 9ontr".tor corritrgntr, w"rr"nti"r
"nd R"pr"r"nt"tion'The contractor represents an@ as forows:20'1 The contractor is duly incorporateo, valloty existing and in good standingunder the laws of the State of Washington, and hai all requisite corporatepower and authority to enter into and fo perform its ouligaiions under thisAgreement.
The contractor has.the authority to execute this Agreement, to make therepresentations and warranties set forth in it and t5 perform the
Professi onal Services Ag ree ment (rev . 09 I 24 120 1 g)
PageT of 17
21. PatenUCopvriqht lnfrinqement.
contractor witt oefeno-inl-inoemnify the county from any claimed action, cause ordemand brought against.the^county; to the extent such action i" oaseo on the claim thatinformation supplied by the contractor inrringes anv i"t"nt or copyright. The contractorwill pay those costs and damages attributabll to rni!'uch claimr'il-r"i"i" finally awarded
eYflffl,jle
countv in anv action' such defenr"
"nl iayments are conditioned upon the
obligations of the contractor under this Agreement in accordance with itsterms.
This Agreement has b^een varidry executed by an authorizedrepresentative of the contractor and constituies
"-u"iio and legallybinding and enforceable obligation of Contractor.The contractor has or wiil ob-tain prior to the commencement date suchlicenses, permits and other authorizations from reJerat, state and othergovernmental authorities, as are necessary for the performance of itsobligations under this Agreement.
The contractor is not in vioration of any appricabre raw, ordinance orregulation the consequence of which *irr bi ,rv ,"t"riaily affectcontractor's abirity to perform its obrigation, ,nd",- ir"'L ngr""ment. Thecontractor is not subject to any ordeior judgment of any court, tribunar orgovernmentar agency which materiaily
"ho Iouursety atects itsoperations or assets in the state of washington, oiii, abirity to performits obligations under this Agreement.
Iong of the representationl or warranties in this Agreement, and none ofthe documents, statements, certificates or schedulEs turnished or to befurnished by contractor pursuant hereto or in connection with theperformance of the obrigations contemprated under flris Agreement,contains or will contain any untrue statement of a mater ial factor omits orwill omit to state a materiai fact necessary to make the statements of factcontained therein not misleading.
contractor shall be notified prompfly in writing by county of any notice ofsuch claim.
contractor shail have the right, hereunder,. at its option and expense, toobtain for the county the righl to continue uring 16! iirorration, in the eventsuch claim of infringement is made, provided n"o reouction in performance orloss results to the County.
20.3
20.4
20.5
20.6
21.1
21.2
22. Disputes:
22.1 General
Differences between the contractor and. the county, arising under and byvirtue of the Agreement Documentr rr,"ir be brought to the attention of thecounty at the earliest possible time in ord"r" that sulh r"ti"i, may be setledor other appropriate action promptly taken. Except for such objections as are
Professiona I Services Agreement (rev. 0g I 24 I 2A 1 g)
Page I of 17
made of record in the manner hereinafter specified and within the time limitsstated, the records, orders, instructions, and decisions of the Kittitas CountyCommissioners shall be final and conclusive.
22.2 Notice of Poten tial Claims
22.3. Detail Claim
rodu
The Contractor shall not be entitled to additional compensation whichotherwise may be payable, or to extension of time for (1) any act or failure togct blr the county, or (2) the happening of any event or occurrence, unlessthe Contractor has given the County-a writt'en Notice of potential Claimwithin ten (10) days of the commencement of the act, failure, or event givingrise to the claim, and before final payment by the county. The written Noticeof Potential Claim shall set forth the reaions for which the Contractorbelieves additional compensation or extension of time is due, the nature ofthe cost involved, and-insofar as possible, the amount of the potential .f"ir.contractor shall keep full and complete daily records of the work performeo,labor and material used, and all costs anb additional time claimed to beadditional.
The contractor shall not be entifled to claim any such additionalcompensation, or extension of time, unless within thirti (30) days oi thecompletion of the portion of the work from which the craim arose, und b"forufinal payment by the county, the contractor has given the couniy a oetaileowritten statement of each element of cost or othJr compensation requestedand of all elements of additionar time required, and copies of any ,upportingdocuments evidencing the amount or extension of time craimed to be due.
23
All writings
andlor its
Agreement
24. Confidentia litv
, programs, data, public records or other materials prepared by the contractorconsultants or sub-Contractors, in connection witir performance of thisshall be the sole and absolute property of the County.
The contractor, its employees, sub-contractors, and their employees shall maintain theconfidentiality of all information provided by the County or acquired by the Contractor inperformance of this Agreement, except upon the prior written consent of the KittitasCounty Prosecuting- Attorney or an order entered by a court after having acquiredjurisdiction over the County. Contractor shall immediateiy give to the County notice of anyjudicial proceedings seeking disclosure of such information. Contractor shall indemnifyand hold harmless the County, its Additional lnsureds, officials, agents or employees fromall loss or expense, including, but not limited to settlements, judgilents, setoffs, attorneys,fees and costs resulting from contractor's breach of this provision.
P rofessi onal Services Ag reement (rev . 09 I 24 120 1 g)
Page 9 of 17
To the extent that any information obtained by the contractor is required to be shared withor provided to others by the terms of the statement of the work, this provision is notbreached by such acts.
25. Notice:
Except as set forth elsewhere in the Agreement, for ail purposes under this Agreement,except service of process, notice shall. b! given ov irrr contractor to the department headof the department for whom services are ,"nJ"r"o, and to the Kittitas countycommissioners, 205 w Sth Ave, suite 10g, rtrenslurg 98926. Notice to thecontractor for all purposes under this Agreement rr.r"rrt" given to the address reflected onthe signature page' N,otice may be givJn ov oei,verv ol. uy depositing in the U.s. Mail, firstclass, postage prepaid.
26. Severabilitv:
lf any term or condition of this Agreement. or the apprication thereof to any person(s) orcircumstances is held invalid, sulh invalidity sh"ti'rlot affect other terms, conditions orapplications which can be given effect withouithe invarid term, condition or application. Tothis end, the terms and conditions of this Agreer"nt rr" declared severable.
27. M lla
27 '1 The county's failure or delay to insist upon strict performance of any of theprovisions of this Agreement or to "*"r.ir" "ny rigiir or ,"r"oi"s under thisAgreement shall not be construed as a waiv"i or relinquishment to anyextent of its right to assert or rely upon any such provisions, rights orremedies in that or any other instanie; rather the same'shall be and remainin fullforce and effect.
27 '2 This Agreement embodies the entire Agreement between the county andcontractor, and supersedes any and air- prior ugr""r;ts, regarding thework' No change, amendment or modification it-anf'provisions of thisAgreement shall be valid unless set forth in a written instiument signed bythe party to be bound thereby.
27 '3 The rights and reme$.res 9f the. county set forth in any provision of thisAgreement are in addition to and do noi in any way rimit Lny other rights ofremedies afforded to the county !v anv otheriroviri"rr oi1..,i, Agreement,_ by any of Contractor's Support or Oy taw.
27 '4 The headings of sections and paragr"pt.,, of this Agreement are forconvenience of reference only and ire not intendej to restrict, affect or beof any weight in the interpretation or construction of the piovisions of suchsections or paragraphs.
28. Waiver;
waiver of any breach or condition of this Agreement shall not be deemed a waiver of anyprior or subsequent breach. No terms or conditions of this Agreement shall be held to be
Professional Services Agree ment (rev . 0g 124 120 1 g)
Page10of17
waived, modified or deleted except by an instrument, in writing, signed by the partieshereto.
29. Survival:
The^provisions of paragraphs 7, 9, 11,13, 14, 18, 16, 17,1g, 1g, 20,21 ,22,23,24,2g,30, 31 , and 32 shall survive, notwithstanding the termination oi invalidiinof this Agreementfor any reason.
30. Nondisc rimination
30.1 The County is an equal opportunity employer
30.2 Nondiscrimina tion in Em plov ent
ln the performance of this Agreement, the Contractor will notdiscriminate against any emp oyee or applicant for employment on thegrounds of race, creed, col or, national origin, sex, sexual orientation,marital status, age or the p resence of any senso ry, mental orphysical handicap; provided that the prohibition against discriminationin employment because of handicap shall not apply if the particulardisability prevents the p roper performance of the particular workerinvolved. The Contractor shall ensure that applicants are em ployed,and that employees are trea ted during employment withoutdiscrimination because of thei r race, creed, color, national o ngtn, sex,sexual orientation, marital s tatus, age or the presence of an y sensory,mental or physical handica p. Such action shall include,but not belimited to. employment,upgrading, demotion or transfers, recruitment orrecruitment advertising, I ayoff or termination, rates of pay or otherforms of compensation,and programs for training includin g
apprenticeships. The Co ntractor shall take such action w ith respect tothis Agreement as ma v be required to ensure full comp liance withlocal, state and fed eral I aws prohibiting discrimination in employment
30.3 Non tscnmtn on tn
30.4
The Contractor will not discriminate against any recipient of any servicesor benefits provided for in this Agreement on the grounds of rate,creed, color, national origin, sex, sexual orientation]marital status, age orthe presence of any sensory, mental or physical handicap.
lj
"ny assignment and/or subcontracting has been authorized by thecounty, said assignment or subcontract shall include appropriatesafeguards against discrimination. The contractor shall take suchaction as may be required to ensure full compliance with theprovisions in the immediately preceding paragraphs herein.
Professional Services Ag reement (rev . 0g I 24 120 1 g)
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31. Prevailinq Waqe:
contractor shall pay the prevailing rate of wages to ail workers, laborers, or mechanicsemployed in the performance of any part of the work in accordance with RCW 39.12and the rules and regulations of the Department of Labor and lndustries. The scheduleof prevailing wages rates for the locality or localitie, or tn" work is oetlimined by thelndustrial statistician of the Department of Labor and tndustries. lt is the contractor,sresponsibility to verifythe applicable prevailing wage rate. lt is understood that thecontractor is responsible for obtaining.and.completing all required government formsand submitting same to the proper authorities.
Disputes regarding prev.ailing wage rates shall be referred for arbitration to the Directorof the Department of Labor Jnd lidustries. The arbitration decision shall be final and
;Stt flf and binding on all parties involved in ttre oispute as provided for by Rcw
32. Dpbarment Certification :
The Contractor certifies that it:32'1 ls not presently debarred, suspended, proposed for debarment, declaredineligible or voluntarily excluded from'covered transactions by any Federaldepartment or agency.32'2 Has not within a1hre"-year period preceding the execution of this contractwith Kittitas county, been convicted of or hai a civiriuJgment renderedagainst them for commission of fraud or a criminal offense in connectionwith obtaining, attempting to obtain, or performing a pubric or privateagreement or transaction, violation of Federat or-staie aniitrrst statutes orcommission of embezzrement, theft, forgery, bribery, farsification ordestruction of records, making false staiements, tai evasion, receivingstoren property, making. farseiraims, or obstrr.iion oiiuri""32'3 ls not presently indicted for or ottrerwise criminally or civilly charged by agovernmental entity (Federal, State, or local) with commission of any ofthe offenses enumerated in paragra ph 32.2 of this section.32'4 Has not within a three-year periol preceding tne preclJing the executionof this contract with Kittitas county'hao one or more public transactions(Federal, state, or local) terminated for cause of default.
Professional Se rvices Agreement (rev . 0g I 24 l2e 1 g)
Page 12 ol 17
BIT tt4r,
SCOPE OF WORK
l
ln addition to providing all material and labor, the contractor shall perform the following
AEU will provide and install a jail duress system. rn each control area, AEU willinstall hardwired_"mustrroom'itro" rarge pr"d;ft*s rabered,,DURESS.,, onceactivated' the control room touc"riscreen system will automatically transfer to thealternate contror room. rn the contror ,oor *n"i"Jr," duress button wasactivated, the touch screens wirioeactivate. iiiln contror rooms arecompromised' the entire jail control system*irGrr"t down. rn *u"r,
"n event, the:,:'lHXTJ""Jll'#,1]t"i;*:"- *iu rc u',o;sil ;;;;"t switch insiJe the security
lnclusions:
1l/All technician travel time and expenses.
?lu,An citect {illt & pLc ;;;g;;;mins.t',1,i.:*"r[ff:: *ir' ;;;il;t the iabting in the contror rooms ror the
4)' AEU will provide detailed cable riser diagram.
Exlusipns:
t)'rt#""and installation of cable inside the iail from the pLC to the control
Professional Services Agreement (rev. Agt}4l2lfi)Page 13 of 17
EXHIBIT ''B''
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall payContractor compensation not to exceed:
*n $19,622 as stated in the proposal dated 07tO6tZO.**
Professional Services Agreement (rev . 09 I 24 DA 1 g)
Page 14 of 17
EXHI BIT "C"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of the
Work such insurance as will protect Contractor, its Support and the Additional lnsuredsfrom all claims, losses, harm, costs, liabilities, damages and expenses arising out ofpersonal injury (including death) or property damage that may result from performance
of the work or this Agreement, whether such perfoimance is by Contractor or any of its
Support.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class Vll or better in the most recenly published
edition of Best's Reports unless otherwise approved by the County. lf an insurer is not
admitted, all insurance policies and procedures for issuing the insurance policies must
comply with Chapter 48.1S RCW and 284-15 WAC.
The Contractor shall provide proof of insurance for
Comme al General Liabilitv lnsurance
Coverage limits not less than:. $5,000,000 per occurrence. $1,000,000 per occurrence liquor liability. $1,000,000 products & completed operations aggregate. $1,000,000 personal and advertising injury, each offense. Certificate Holder - Kittitas County. The certificate must name the county as additional insured
' Sixty (60) days written notice to the County of cancellation of the insurance
policy
X (if ANy use of vehicle in performance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (MCS g0
endorsement and a CA 9946 endorsement must be attachecl if 'pollutants' are to be
transported). Coverage limits not less than.. $1,000,000 combined single limit
' Thirty (30) days written notice to the county of cancellation
of the insurance policy.
I Workers' Compensation
Additional Ma Be
Professional Services Ag reeme nt (rev . 09 I 24 t2O 1 g)
Page15of17
Workers' Compensation in amounts required by law
Stop Gap/Emplovers Liabilitv
Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit. $1,000,000 disease - each employee
' Thirty (30) days written notice to the county of cancellation
of the insurance policy.
fl Professionat Liabitity
The Contractor and/or its Subcontractor and/or its consultant providingprofessional services shall provide evidence of Professional Liability Insuranclcovering professional errors and omissions. Such policy must provide thefollowing minimum limits:. $1,000,000 per claim. $2,000,000 annual aggregate
' lf insurance is on a claims-made form, its retroactive date, and that of allsubsequent renewals, shall be no later than the effective date of thisAgreement.
I Poltution Liabitity
The Contractor shall provide a Pollution Liability policy, providing coverage forclaims involving bodily injury, property damage (nbtroing loss of ise of tangibleproperty that ht: not been physically injured), clearurp costs, remedia-iion,disposal or other handling of pollutants, including'costs and expenses incurred inthe investigation, defense, or setflement of claimi arising out of:. Contractor's operations related to this project; and/or
' Remediation, abatement, repair, maintenance or other work with lead-basedpaint or materials containing asbestos; and/or
' TransPortation of hazardous materials away from any site related to thisproject
Such Pollution Liability policy shall provide the following minimum coverage:I $ per claimI $ annual aggregate
Prooertv Damaoe
The Contractor shall. provide a policy that covers damage to Kittitas Countyfacilities, including buildings, equipment, grounds, etc. suci policy shall provide
the following minimum coverage:o $ per occurrencerUmbrella Cove raqe
Professiona I Se rvices Ag ree ment (rev . 09 I 24 t2O 1 g)
Page 16of17
Umbrella policies shall provide coverage at least as broad as specified forunderlying coverages (cGL,.AyJo, rmptJyer;s Liabirity) and cover those insuredin the underrying poricies, incruding
"ooitiol-.,"r
insured.o Amount required for this Agreement: g
contractor shall furnish the county a certificate of lnsurance to include the policyEndorsements/Exclusions as evidence that policies providing insurance required by thisAgreement are in full force and effect. conira.ioi tlereoy *iiu", att iigtrts of recourse,including any right to which another may oe suuiog"ted, against Kittitas county forpersonal injury, including death, and property damage. contrictor's insurance policiesrequired above shall be primary insurance'rnJ
"rt"il be non-contributing with anyother insurance maintaineU ny Kittitas County.
The contractor shall assume full responsibility for ail .ross or damage from any causewhatsoever to any tools, contractor'.'"rptoy"L-o*n"o tools, macniiery, equipment, ormotor vehicles owned or rented by the contiactor, or the contractor,s agents, suppliersor contractors as well as to any temporary structures, scaffolding and protective fences.
The contractor shall have sole responsibility for ensuring the insurance coverage andlimits required are obtained by subcontractors.
NoTE: No contract shall form until and unless a copy of the certificate oflnsurance with Endorsements/Exclusion", prop"ily
"orpleted and in the amountrequired, is attached hereto.
Failure of the contractor to fully comply with the above.insurance requirements duringthe term of the Agreement shail be considered a material breach of contract and causefor immediate termination of the Agreement at the county's discretion. Alternatively, thecounty may procure and maintain]at the contractor's sole expense, insurance to theextent deemed proper up to the amount of the required coverigelsj il" county mayoffset the cost of such insurance against pryr"ni Jr" to the contractor under thisAgreement.
P rofessiona I Services Ag ree ment (rev . 09 I 24 I 20 1 g)
Page 17 of 17
Actarate
ETECTR|C UHUMmD. lxc.
COfiI}TERCIAL . IHDUSTRIAL
PROPOSAL
July 5, 2O2O
KITTITAS COUNTY JAIL
Karra Baily
JAIL EMERGENCY DURESS SYSTEM
Accurate Electric unlimited (AEU) is pleased to provide this proposal for the installation andprogramming of an integrated duress system at the Kittitas county Jail control system for thelot sum total of (including sales tax) ......... 519,622 (USD)
EXISTING CONDITIONS
Currently the jail control system is comprised of two control systems; Main Control and the'Annex'' The Annex can transfer control to the Main control, but Main control cannot transferto the Annex.
lf the situation arose where either controlarea is compromised by inmate takeover, there is noautomatic transfer to deactivate the touch screen door control system. lnmates could easily
open other cell doors.
PRO POSED SO ON
AEU proposes to provide and install a jail duress system. ln each control area AEU would install
hardwired 'rnushroom' type large pushbuttons labeled "DURESs". once activated, the control
room touch screen system would automatically transfer to the alternate control room. The
room where the duress button was activated, the touch screens would be deactivated. lf bothcontrol rooms were compromised the entire jail control system would be shut down. The only
way to restore the system will be through a reset switch hidden inside the security electronics
area of the jail
SCHE DULE
Upon notice to proceed AEU can be complete with the proposed work within 60 days ifexercised in this 2020 euarter 3
October 7,2019
Page L
INCLUSIONS
1) Alltechnician travel time and expenses
2) AllCitect HMt & pLC programming
3) AEU Technicians will connect the cabling in the control rooms for the duress buttons.4) AEU will provide detailed cable riser diagram
EXCTUSTONS
1) cable and installation of cable inside the jail from the pLC to the control rooms,
This Proposal Respectfully Submitted by;
J"-6\5
JVl""e.t nroe
James Monroe, AEU
July 6,2020
October 7,2019
Page 2
4
KI?TIIAS COUNTY BOARD OF COMHTSSIONERS
REsoLUrroN No. ?l-tno
RESOII'TION GOVERNING THE DISTRTBUTIOI{ OFRSvENUE FRoH KrrrrrAs conrrf -puir,rc
SAFETy BUTLDTNc TNHATE TELEpHoNE seivii:es
6
FHER-EAS, an inuate telephone servlce vas lnstalled in the
Klttltas county F,rrbllc safety Bul1dlng, Klttltas county
Sherlffrs Depafr,Dent, by Gateeay Technology, Inc., Carrollton,
Texas, ln June of 1991; and
I{HEREAS, the lnstallatlon of thls systeu results ln the
receipts of certain rev€nues frou lnnato rnitlated te'ephone
calls fron the Klttitas county publlc Safety Build1ng; and
HHEREAS, the Board of Klttltas County Con_issionersr
havlng considered this revenue and the falr and rat10na1
dlstribution of such revenue, conclucles that lt should be used
for the benefit of the ^blic safet,y Buirding lacillties and
innates housed therein; and
r'rHEREAs, the Board of Klttltas county to"o1""ionurs f,lnds
that there is a continuing and ongolng need f,or capltal
luprovenent and capital repair in the publlc safety Buildlng;
NOW, THEREFORE,
BE IT HEREBY REsoLvED as follous:
1. There is hereby created an account ln the Capltal
I.provetrents Fund entltled rpublic Safety guUdlng projests.F
RESoIIJTIoN No. 7t- /rt4
PAGE 1
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2. Ninety percent (90t) of aI1 net revenue frorn the
Innate Telephone Service shall be deposited intci.Capital
Iuprovenents Fund for the account of public Safety Buildlng
ProJects, whlch Doney shaIl be used for capit.al lnprovenents
as governed by the Revised Code of Hashlngton, count,y
ordinances, and State Audltorts Offlce.
3. Ten percent (10*) of all net revenue froro the fnEate
Telephone Service shall be deposlted lnto the fnnate Welfare
Fund adroinlstered by the Sherl,ffrs Depaltnent under such
restrictlons and rules as already govern nonles ln thls luna.
BOAND OF XTTTITAS COUNTY
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ATTEST:
caua|\-
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EClerk
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PAGE 2
OAVIO A" PITTS
rlmY!turffitM.EntIt6rirlrr*lffEIt
'IIIffiEPN
i
XIETITAS COIINTY BOARD OF COMI{I8A ONERT'
RESOI,UTION NO.
RESOLUTION GOVERNING THE DISTRIBUTION OF REVENUE
FROM KTTTITAS COUNTY PUBLIC SAFETY BUTLDTNG IN}TATE
TELEPHONE SERVTCES.
WHEREAS, an inmate telephone service was instarled in the
Kittitas county pubric safety Building, Kittitas county
sheriffrs Department, by Gateway technorogy, rnc., carrorrton,
Texas, in June of 1991; and
WHEREAS, the instarration of this system resurts in the
receipts of certain revenues from inmate initiated telephone
calls from the Kittitas county pubric safety Building; and
WHEREAS, the Board of Kittitas County Conmissioners,
having considered this revenue and the fair and rationaL
dlstribution of such revenue, concrudes that it should be used
for the benefit of the pubric safety Building facirities-'and
inmates housed therein; and
WHEREAS, the Board of Kittitas county conrnissioners, have
previously, through Resolution 91-109, established the
appropriate uses for such funds, and the proper rocation
within the accounts of Kittitas county for such funds to be
deposited; and
WHF;REAS, the Board of Kittitas county cornnissioners have
Resolution No.4b- t4b
!.
had the tiure to review how that Resolution has controlLed
these funds, and the practical application of such Resolution
to these funds; and
WHEREAS, the Board of Kittitas County Commissioners finds
that there is a continuing and ongoing need for capital
improvenent and capital repair in the Public lafety Building;
NOW THEREFORE,
BE IT HEREBY RESOLVED as fol}ows:
1. Such funds shall no longer be deposited into the
Capital Improvernents Fund, under title "public Safety Building
Projectsn, rather, such funds shalI be deposited to the
General Fund. Such change shall not authorize a different use
of these funds from the prior Resolution, 6xcept as authorized
herein.
2. Ninety percent(gOt) of all net revenue from the
rnrnate Telephone service shalL be deposited into the General
Fund for the account of Public Safety Building projects, which
money shall be used for capital improvements, to include botb
projects to improve the building as well as for replacement
of, and acgui.sition of, equipnent necessary to run the public
Safety Auildingr ds governed by the 'Revised Code of
Washington, county ordi.nances, and State Auditorrs Office,
Resolutlon No.Qu-r4b
3. Ten percent(lot) of a).1 net revenue fron the Innate
Telephone Service shal} be deposited into the Inmate Welfare
Fund adruinistered by the Sheriffrs Department under such
restrictions and rules as already govern monies in thi.q fund.
Acted upon this -L day of cffi, Hrr. (9
BOARD OF KITTITAS COUNTY
COMMISS
Cha
,O^*ll. t
Member
Member
L
qceg
Pros
ard
Appr as to Forn:
el WSBA# L9L25tg Attorney
ResoLution No.4U-ttl b
r*s rArJrJArr oN .*"S*fifHilt"f "l*^r' rErJEpEo$Es
THrs AGREEMENT, entered into this]B\ qLday ofu\Xasqrvx/_Lee3, bv and berween the xittitas -io-u-"ffiEr-iJi"i"-rT
stat$:I__Tgrhir,'rton, hereinaftei--;;i.;;JJ ro as "cLrENr'andGATEWAY Technologiesrrnc. / trereiniiier referred to asIIGATEWAYI"
1. TERIITThe terrn of. this Agreenent sharr be for a period of (4)years commencing at the terrnination of the pr.J""t Jgreementon April 4, tgg4.
1.1 CLTENT may cancel this Agreement with thirty (30)days advance noticL in trre event ftrat cATEwAy fails to makethe payments required by paragraph g.f herein.
L'2 .ATEWA' may cancel this^Agreement with thirty (30)davs advance- writtLn ""li.e -it -'ear-ii,rf,i A;;;fi.,3 tharEilIi3lln":.HFHl;. servic e to crrnr.rr--".gJtj.;"iy -ffiAs the
2. SPECITIC AUTEORIZATTONcf,rENT hereby authbrizes GA[EwAy t,o instarr equiprnentspecified herE-in, and to -pro.riae Greiior" service for allinmate tereohones rocatdd at cLrENt,s designated site.During. the terrn of--ttre--i,greenent, eATEwAy sharl be the:5:1-T1ve - provider of inri'ate t"r"pr,on. se:rrice at theCLIENT,s designated site.
3. PRODI'C!8 AND SERVXCES TO BE PROVTDED3.1 cATEwAy sharl instarr ana niintain, at its sore costand erpense, alr phones as requiied.--Eirewav may contractwith a rocar conriactor io G;,;1i-teiepuon""
"i,a
-roirirrg.
GATEWAY personnel wir.l oversee contractor,s work to assurethat all work has b_een p.iforr"d;;-.-;ding to specificationand_then place the Syste-rn in service3 -2 rf addi-ti-ona1 wirin-g or conduit needs to be run i.norder to comprete instalfatioa,--- elliway nqy ernploy a:i:;"::i.::lt;::r"". cr,rsNr shalr rrave trre optjlon oiinarnins
3 - 3 GATEWAY sharr rnaintain the inmate terephone systerni-n operationar conditio"--Lt arl tirnes. shourd, breakdorvnoccur or shour.d tlt. system become i""p.r;r" --;; notfunctioninq in accordan".'*i-trr-=p";#;atione. cLrENf sharliH.grllelf -contact earrwav's s6nrice dlpartrnent at 1-800-395-1s3s and descri.be the nature of th" probrern. GATEWAYpersonnel will_ll"r attenpt ro renoterv aiJgoo"J"""a Jorrectthe problem. Alr- repair iork snaii-u"'aooe in such a manneras to mininize the disruption "f-in "l. teGp'tl-n. -rl',ri""
and assure the integritv & tacirity-sJc-ririty at alr tfuaes.
pagelof3pages
8.1 GATEWAY shall pay the crJrENT an amount of moneyequivalent to twenty five (zsz) of gross revenues receivedby GATEWAY from.the Birling and'correttion ag'ent, calculatedmonthly, lrgr inmate relephone carrs orgiriatiig f;;; thejail facility. - and_ proc6ssed by. eardway,s -equifment.
commissions paid on local and rong listance calls.
8.2. Commissions shall be payable to:fittitas County Correitions Center205 West Sth AvenueEllensburg, WA 98926
8-3 rn consideration for renewal of the agreementGATEWAY will furnish and install at no erpense to frittitascounty Jail 3 new sets of sound powered vijitor prrone-. costof phones 9753.00.
8. COMMISSTONS
_ 9_. Any notices to be given hereunder shal1 be directedas follows:
To:
10.
betweenwri-tten c
This Ag'reementthe pafr,ies and
ommunications.
represents
supersedes agreementoral and
Kittit,as Co. Corr. Center205 West Sth AveEllensburg, WA 98926Attn. Sheriff McBride
To: GATEWAY TechnologiesOffice 1840 Huttton Dr.Carrollton, TX ?5006Attn: VP of Marketing
theall entireprior
11. Thisparty untilrepresentativeTexas. Uponbinding upon
assLgns.
By:By
<tl,--; rr
agreement shaIl not be bindlng upon eitherac_cepted in writing by an authorizedof GATEWAY at its ottices in Carrollton,s-uch acceptance this. Agreernent shall bethe parties hereto, thbir successors and
GATEWAY Technologies, fnc.
page 3 of 3 pages Revised OB-18-93
Kittitas County
Review Form
Grants & Contract Agreement
Today's Date
July 73,2020 Agenda Date
Fund/Department
30 / Sheriff
Contr rant lnformation
Financial lnformation
Contract /Grant Accu ra EIte Uectric n m dite c.ln
BegnPeod Dattn e U pon at reusrgn Period End Date Upon completion of work.Total Gra ntract Amount:519,622.00
Gra rinCoracttuNbem HS 7 9-028
Contract/Grant Su mmary
"pani
stue toReq aapprove Professional Services t forAgreemen lationinstal duresof or c"S,buttons toallowcontrolofallaildoorsjandtocamerasbetransferredthetoothercontrollndesktheeventofanthemalnemergencyCurrentlycontrolroomcantaketheoverAnnexdoorsandbutthecameras,AnnexcannottakeovercontrofothemalnaildoorsandjlncamerastheeventanofwheretheemergencymalncontroljailroomwasTheofcompromised.workscope udesincl labor materials thefor installation,andprogramming,of control afeatesting transfers the dnewthroughUTESS button ons.activati The ectbeshallproJfundedrevenuesbythegeneratedInmatebyTServicelnelephoneaccordancewrthKittitasBoardofCommissionersNResolutiono9I909and6-I 46 A of which has been attached.
Tota Am uo nt:1,9 6225.00 State Funds 0 Federal Funds SoPercentaCountFundsMatchinFunds S0 CFDA# NA
ln-Kind S0
arn
ent bein urchased? yeslsEut
CounWho owns e uipment?
New Personnel bei hired? No Contact HR hirin A
B
Pass
lnformation
lnformation
Bu Amendment Need ed?
CWN tvtD s on Cre a te ?d NO
attach budget formYes !Why not: Using existing fundsNoE
Revenue Code NA
Expense Code 001-30100156403
to Pass Thn h NA
Amount to pass Th So
Sub-Contract roved Date
Grant/Contract Review
Page 1
Prosecutor Review
Has the Prosecutor reviewed this a greement?Yes No CAMAS# 47359
Cou D rtments lm acted
Submitted
Signature:4<Lz Date
D rtment: Sh
Assi ment of Tracking lnformation
Auditor Facilities Maintenance
lnformation Services Human Resource
Prosecutor Treasurer
Auditor's Office
Human Resource
Prosecutor's Office v\o2e
Who Si ed the rant a lication \
Reviewer Date
Grant/Contract Review Page 2