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Approve Professional Services Agreement with PPC Solutions for 2021-2022 Law and Justice Center Security Services BEFORE THE BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY, WASHINGTON IN THE MATTER OF: RESOLUTION NO. 21-188 APPROVE PROFESSIONAL SERVICES AGREEMENT BETWEEN PPC SOLUTIONS AND LEWIS COUNTY FOR THE 2021-2022 LAW AND JUSTICE CENTER SECURITY SERVICES WHEREAS, the Board of County Commissioners (BOCC), Lewis County, Washington, has reviewed a Professional Services Agreement between Lewis County and PPC Solutions for the period of June 15, 2021, through June 15, 2022; and WHEREAS, PPC Solutions shall provide the security services for the Lewis County Law and Justice Center; and WHEREAS, compensation for PPC Solutions is $28.50 per hour for security services; and WHEREAS, it appears to be in the best public interest to authorize the execution of said contract for Lewis County. NOW THEREFORE BE IT RESOLVED that the Professional Services Agreement between PPC Solutions and Lewis County in the amount of $28.50 per hour for security services at the Lewis County Law and Justice Center for the period of June 15, 2021, through June 15, 2022, is hereby approved and the County Safety Officer is authorized to sign the same. DONE IN OPEN SESSION this 11th day of May, 2021. Page 1 of 2 Res. 21-188 APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON Amber Smith Gary Stamper By: Amber Smith, Gary Stamper, Chair Deputy Prosecuting Attorney ATTEST: •'•o"NT`=k9.s•. Lindsey R. Pollock, DVM Cdsey R. Pollock, DVM, Vice Chair • 1N o. • 1845 Rp l7 Rieva Lester ��,�'�'-CO .; Sean D. Swope .•y J••o• •5, Rieva Lester, Sean D. Swope, Commissioner Clerk of the Lewis County Board of County Commissioners Page 2 of 2 Res. 21-188 PROFESSIONAL SERVICES AGREEMENT LEWIS COUNTY PHOENIX PROTECTIVE CORPORATION PPC Solutions, Inc. , hereinafter called CONTRACTOR, and LEWIS COUNTY, hereinafter called COUNTY agree as set forth in this Agreement, including: General Conditions, Exhibit A Special Conditions, Exhibit B Payment, and Exhibit C Statement of Work, copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence as soon as legal arrangements are finalized but no later than the 15th th day of June , 20 21 . CONTRACTOR acknowledges and by signing this contract agrees that the Indemnification provisions set forth in Paragraphs 5, 13, 19 and 22, are totally and fully part of this contract and have been mutually negotiated by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement this day of , 20_ CONTRACTOR: PPC Solutions, Inc. A Professional Corporation Sheila Leslie, President LEWIS COUNTY Name, Position President Title of Signatory Andy Caldwell,Deputy Director Emergency Management and Safety Officer Authorized by the firm By Laws Department of Emergency Management Mailing Address: Approved as to Form Only: 18303 E Applway Ave. JONATHAN MEYER, Prosecuting Attorney Spokane Valley, WA 99016 By: ber Smith, 'vil Deputy Prosecutor Federal Business Tax ID No.: 20-0600724 1 Contractor Information { Pats. e.. April 30th, 2021 Contractor Signature Date Sheila Leslie President Printed Name Title PPC Solutions, Inc. Company Name 18303 E Appleway Ave. Address Spokane Valley WA 99016 City State Zip 509-448-4277 x 202 Telephone Number Sheila Leslie 509-448-4277 x202 Contact Person Telephone number if not the same as above Performance of foregoing contract assured in accordance with the terms of the accompanying bond. Dated: ,20 By: Surety By: Attorney-in-fact 2 GENERAL CONDITIONS 1. Scope of Contractors Services: The Contractor agrees to provide to the County services and any material set forth in Statement of Work identified as Exhibit "C" during the agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. 2. Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit"B". Where Exhibit"B" requires payments by Lewis County, payment shall be based upon billings, supported unless otherwise provided in Exhibit "B", by documentation of units of work actually performed and amounts earned, including where appropriate, the actual number days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Exhibit"B" or approved in writing in advance by the official executing this Agreement for Lewis County, (hereinafter referred to as the "Contracting Officer") the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor through the County voucher system for the Contractor's service pursuant to the terms set forth in Exhibit "C", Statement of Work and the amount as set forth in Exhibit"B", Payment Schedule. 3. Assignment and Subcontracting: No portion of this contract may be assigned or subcontracted to any other individual,firm or entity without the express and prior written approval of the Contracting Officer, or as set forth in Exhibit"C", Statement of Work. 4. Labor Standards and Contract Assistance: The Contractor shall comply with the provisions of the Lewis County Contract and Procurement Assistance Program as applicable, attached hereto as Special Conditions in Exhibit"A". 5. Independent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Lewis County employees. Contractor will defend, indemnify and hold harmless the County, its officers, agents or employees from any loss or expense, including but not limited to settlements,judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 3 6. No Guarantee of Employment: The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. 7. Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law,the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e., Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 8. Regulations and Requirement: This Agreement shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth in Special Conditions. 9. Right to Review: This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Contracting Officer. Such review may occur with or without notice,and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 3 years after contract termination, and shall make them available for such review, within Lewis County, State of Washington, upon request. 10. Modifications: Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 11. Termination for Default: If the contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or make an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, 4 postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract until work called for, as may be applicable under Exhibit "A", has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, as may be applicable under Exhibit "A", including all increased costs for completing the work,and all damage sustained,or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default,the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 12. Termination for Public Convenience: The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion, which such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices 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. 13. Defense & Indemnity Agreement: The Contractor agrees to defend, indemnify and save harmless the County, its appointed and elective officer and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and an account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor,his/her subcontractors, its successor or assigns, or its or their agent,servants, or employees, the County, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the negligence of the County, its appointed or elected officials or employees. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 14. Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its officers, agents and employees, the Contractor waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 5 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 of litigation shall be in the courts of the State of Washington in and for the County of Lewis. The Agreement shall be governed by the laws of the State of Washington. 16. Withholding Payment: In the event the Contractor has failed to perform any substantial obligation to be performed by the Contractor under this Agreement and said failure has not been cured within the times set forth in this Agreement,then the County may, upon written notice,withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 17. Future Non-Allocation of Funds: If sufficient funds are not appropriated or allocated for payment under this contract for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 18. Contractor Commitments,Warranties and Representations: Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. 19. Patent/Copyright Infringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payment are conditioned upon the following: a. That Contractor shall be notified promptly in writing by County of any notice of such claim. b. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 6 20. Disputes: a. General Differences between the Contractor and the County, arising under and by virtue of the Contract Documents, shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Contracting Officer, shall be final and conclusive. b. Notice of Potential Claims The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for(1) any act or failure to act by the Contracting Officer or the County, or (2)the happening of any event or occurrence,unless the Contractor has given the County a written Notice of Potential Claim within 10 days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible,the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. c. Detailed Claim The Contractor is not entitled to claim any such additional compensation, or extension of time, unless within 30 days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. 21. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County. 22. Confidentiality: The Contractor, its employees, subcontractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the Lewis County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give the County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including, but not limited to settlements,judgments, setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. 23. Notice: Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall be given by the Contractor to the Lewis County Safety Officer, 351 NW North St., 7 Chehalis, WA 98532-1900.Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected above. Notice may be given by delivery or by depositing in the U.S. mail, first class, postage prepaid. 24. 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. 25. 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. 26. Survival: The provisions of paragraphs 5, 7, 9, 11, 12, 13, 14, 15, 17, 18, 19, 20, 21, 22, and 25, and the provisions of any non-collusion affidavit required by paragraph 4, shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 27. Entire Agreement: This written contract represents the entire Agreement between the parties and supersedes any prior oral statements, discussions or understandings between the parties. 8 EXHIBIT "A" SPECIAL CONDITIONS A. Definitions The COUNTY is the recipient of CONTRACTOR'S services, and at all times acts through its Board of County Commissioners. The Contact Officer of the COUNTY will be the LEWIS COUNTY SAFETY OFFICER, or designee. B. Contractor Registration The CONTRACTOR agrees and covenants to furnish unto the COUNTY proper evidence that the CONTRACTOR has fully complied with the State Licensing Law. CONTRACTOR shall include his contractor's license number in the space provided in the "Conditions of Proposal". C. Non-Discrimination (Lewis County Funds) The CONTRACTOR should be aware that public funds are being used to assist in this project. During the performance of this contract, the CONTRACTOR agrees as follows: 1. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. Such action shall include, but not be limited to, the following: employment; upgrading; demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting for the provisions of this non-discrimination clause. 2. The CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. 3. The CONTRACTOR will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, notice to be provided by the agency contracting officer, advising the labor union or worker's representative of the contractor's commitments under Section 202 or Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in a conspicuous place available to employees and applicants for employment. 4. The CONTRACTOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. 9 5. The CONTRACTOR will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books and records for purposes of investigation to ascertain compliance with such rules, regulations and orders. 6. In the event of the CONTRACTOR'S non-compliance with the non-discrimination clauses of this contract or with any such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contract may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law. 7. The CONTRACTOR will include the provisions of Paragraphs (1) through (7) in every sub-contract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or vendor. The CONTRACTOR will take such action with respect to any sub-contract or purchase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for non-compliance: Provided, however, that in the event the CONTRACTOR becomes involved in, or is threatened with"litigation with a sub-contractor or vendor as a result of such direction by the contracting agency", the CONTRACTOR may request the United States to enter into such litigation to protect the interest of the United States. D. Original Specifications It is hereby expressly agreed by and between the parties involved that in any matter, dispute, suit, or proceedings arising or in any way growing out of this contract in which it may be necessary to introduce into evidence the original of such specifications, that a printed copy thereof may be used in lieu thereof with like force and effect as though the original was produced. E. Payment for Labor CONTRACTOR agrees that said contract is terminable in case the CONTRACTOR shall violate the provisions of such act. The CONTRACTOR, and sub-contractors shall further verify that: 1. He had not employed or retained any company or person (other than a full time bona fide employee working solely for the offerer) to solicit or receive this contract; and 2. He has not paid or agreed to pay any company or person (other than a full time bona fide employee working solely for the offerer) any fee, commission, percentage, or brokerage fee contingent upon or resulting from the award of this contract; and 3. He has not been asked or otherwise coerced, whether express or implied, into contributing funds, for any purpose as a condition to doing business with the COUNTY. 10 BOCC AGENDA ITEM SUMMARY Resolution: 21-188 BOCC Meeting Date: May 11, 2021 Suggested Wording for Agenda Item: Agenda Type: Deliberation Approve Professional Services Agreement between PPC Solutions and Lewis County for the 2021-2022 Law and Justice Center Security Services Contact: Andy Caldwell Phone: 3607401157 Department: DES - Emergency Management (Dept. of Emergency Services) Description: Approve Professional Services Agreement for the 2021-2022 Law and Justice Center Security Services between PPC Solutions and Lewis County Approvals: Publication Requirements: Publications: User Status Josh Metcalf Pending PA's Office Pending Additional Copies: Cover Letter To: