Regular Public Meeting Agenda and Packet

Arne Mortensen, Commissioner District 1

Dennis Weber, Commissioner District 2

Richard R. Dahl, Commissioner District 3

Regular Public Meeting

March 21 , 202 3 , 9:00 a.m.

Board Meeting Convenes at 9:00 a.m.

 Pledge of Allegiance

 Minutes of March 13-15, 2023

 Consent Agenda of March 21, 2023

 Motion Items

 Proclamations

 Public Comments

o Citizen Participation may be anonymous. See RCW 42.30.040

Consent Agenda

Agreements/Contracts/Bid Awards

1. Agreement Amendment approval with Summit Food Services to provide food services to the jail. The pricing will remain the same which is based on the average daily jail population.

2. Associate Development Organization (ADO) Certification/Designation Form designating Cowlitz County Economic Development Council as the ADO to coordinate economic development services for the County under contract with WA State Department of Commerce consistent with statutory requirements for the 2023-2025 biennium.

3. Interagency Agreement approval with Cowlitz County Emergency Medical Services District No. 1 and the Office of the Washington State Auditor to provide the requirements and authorization for the Agency to exchange confidential information.

4. Prospectus and Local Agency Agreement approval with Washington State Department of Transportation (WSDOT) for the Erick Creek Passage project.

5. Bid Award approval to Transblue for the construction of two trap houses and two firing pads. Total cost is $97,020.00 including Washington State sales tax.

6. Proposal approval with True Point Solutions for Accela software ongoing maintenance and support.

Regular Public Meeting

March 21, 2023, 9:00 a.m.

Board Correspondence

7. Letters/Notices

a. Federal Energy Regulatory Commission (FERC) Notice dated 3/6/23 regarding Plan and Schedule, Sixth CSIR, Swift No. 2 Project.

b. Federal Energy Regulatory Commission (FERC) Notice dated 3/6/23 regarding Emergency Action Plan – Status Report, Swift No. 2 Project

c. Federal Energy Regulatory Commission (FERC) Notice dated 2/28/23 regarding 2022 EAP Status Report, Merwin, Yale and Swift No. 1 Projects.

d. Letter dated 3/13/2023 to Cynthia Brown, Chief of the Section of Administration, Office of Proceedings Surface Transportation Board regarding the Docket No. AB-1244X, Columbia & Cowlitz Railway, LLC - Abandonment.

e. Letter dated March 9, 2023 to Senator Murray regarding the FY24 Congressional Funding Requests

f. Letter dated March 9, 2023 to Senator Cantwell regarding the FY24 Congressional Funding Requests

g. Letter dated March 9, 2023 to Congresswomen Gluesenkamp Perez regarding the FY24 Congressional Funding Requests

h. Letter dated March 21, 2023 reappointing Laura Yoder to the Board of Equalization. This is a 3-year term that expires January 31, 2026.

Vouchers

The following vouchers/warrants are approved for payment:

March 21, 2023, 9:00 a.m.

Motion Items

Commissioners’ Office

8. Personal Services Agreement with CFM Strategic Communications, Inc. to provide tailored federal lobbying services for Cowlitz County for matters pertaining to Mt. St. Helens, assistance with Washington D.C. visits by Cowlitz County officials and limited federal grant support. Total amount is $81,000.00 annually.

Proclamations

Proclamations

9. Declaring April 2023 as Fair Housing Month in Cowlitz County

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

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 comment may be sent to the Board at any time. For oral presentations, the Board may set a time for comment 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:

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

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

a. Wednesday - https://us06web.zoom.us/j/82019613917

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

BOCC Agenda

Meeting Date: 03/21/2023

Agreement for Adult Inmate Food Services Amendment #4

Submitted For: Chris Moses

Department: Jail

Subject and Summary Statement

Submitted By: Chris Moses

Information

On August 27, 2019, the Board of County Commissioners entered into an agreement with Summit Food Services to provide food management to the adult inmate population. This current amendment extends the term of the agreement for 17 months, March 15, 2023 through August 24, 2024. The pricing will remain as status quo and will be based on the average daily population of the jail.

Will Staff Attend - NAME OF STAFF

Yes - Marin Fox and/or Chris Moses

Department Recommendation

The Corrections Department recommends that the BOCC move to approve this amendment, with Summit Food Services, to provide food services to the jail.

Fiscal Impact

Expenditure Required $:

Budget Sufficient Y-N: Y

Amendment Required Y-N: Y

Source of Funds - What Dept ? : Corrections

Grant Y-N: N

Attachments

Amendment 4

Form Review Inbox

Doug Jensen

Form Started By: Chris Moses

Cow litz County Professional Services Agreement

w ith Summit Food Service LLC.

1. This Amendment No 4 to Agreement is between Cowlitz County, W ashington, (“COUNTY”), and Summit Food Service LLC., (“CONTRACTOR”) shall tak e effect and be in force on the below stated date of authorization as agreed to by COUNTY and CONTRACTOR

2. COUNTY AND CONTRACTOR have entered into an Agreement f or professional services, to wit: Food Services Agreement, dated August 27, 2019, Contract Number 082019, as extended by amendment on March 8, 2022, approved and executed by the Board of County Commissioners, which agreement will expire on March 15th, 2023.

3. COUNTY is now in need of continuing or modif ying the professional services to COUNTY under the original Agreement executed August 27, 2019, as set forth below in section 4, and CONTRACTOR is amendable to this amendment his/her professional services to COUNTY, under the same terms and conditions of the original Agreement

4. Both COUNTY and CONTRACTOR agree to modif y the original Agreement as in the parties’ best interests and in furtherance of the purposes and intent of this amendment, as set forth below:

a. The parties agree to extend the term of the August 27, 2019 Service Agreement for an additional period, effective from March 15, 2023 through August 24, 2024.

b. Pursuant to the Proposed Staffing Schedule, as found in the Service Agreement dated August 27, 2019, Attachment F, the parties agree that all kitchen staff are employees of the Contractor with the exception of the Kitchen Lead. The Kitchen Lead will be employed by the County.

c. Pursuant to the 2023-2024 Summit Food Service LLC Meal Price Matrix, as notated in this section, the parties agree that the price for each meal equivalent shall be based on the Average Daily Population (ADP) of the Jail. The Contractor shall submit to the Cowlitz County Corrections Department an invoice on Monday of every week. The invoice shall reflect meals served from Saturday to Friday of the previous week and the price per meal will be reflective of the average daily population for that week as calculated by County records. The County will send the Contractor the calculated ADP on Monday of every week, the Contractor will use this ADP to invoice the per meal price. Each staff meal shall remain at $1.990.

5. Except as provided above in this Amendment No. 4, all terms, conditions, duties, obligations and provisions of the original Agreement and any prior Amendment(s) shall remain in full force and effect

The parties hereto have executed this agreement on this day of , 20 , and each signatory to this Amendment No. 3 warrants that he/she is duly authorized and executes this Amendment for and on behalf of the below-inscribed parties hereto

BOARD OF COUNTY COMMISSIONERS

CONTRACTOR: OF COW LITZ COUNTY, W ASHINGTON

Mr. Marlin Sejnoha President and CEO Summit Food Service, LLC.

By:

Title (authorized by Bylaws to sign)

ATTEST:

CONTRAC T AME NDME NT FORM HAS BEEN APPROVED BY COWLITZ C OUNTY PROSECUTI NG ATTOR NEY S OFFICE

Dennis P. Weber, Chairman

Richard Dahl, Commissioner

Arne Mortensen, Commissioner

AS-12695 Consent A. 2.

BOCC Agenda

Meeting Date: 03/21/2023

Designation CEDC as the County's ADO

Submitted For: Kelly Dombrowsky, Clerk of the Board

Submitted By: Kelly Dombrowsky, Clerk of the Board

Department: Commissioners Office

Information

Subject and Summary Statement

Every two years, the Department of Commerce begins the process of contracting with Associate Develeopment Organizations (ADOs) by sending a letter to the Board of County Commissioners or County Executive in each county requesting designation of an ADO.

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Letter

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/13/2023

Form Review

Started On: 03/13/2023 03:21 PM

AS-12705

BOCC Agenda

Meeting Date: 03/21/2023

EMS District No. 1 Interagency Data Sharing Agreement

Submitted For: Kelly Dombrowsky, Clerk of the Board

Submitted By: Kelly Dombrowsky, Clerk of the Board

Department: Commissioners Office

Information

Consent A. 3.

Subject and Summary Statement

The purpose of the DSA is to provide the requirements and authorization for the Agency to exchange confidential information with SAO and SAO to share confidential information with the Agency. This agreement is entered into between Agency and SAO to ensure compliance with legal requirements and Executive Directives (Executive Order 16-01, RCW 42.56, and OCI Opolicy 141, OCIO standard 141.10) in the handling of information considered confidential.

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Interagency Agreement

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/16/2023

Form Review

Started On: 03/16/2023 08:52 AM

INTERAGENCY DATA SHARING AGREEMENT

Between

Cowlitz County Emergency Medical Services District No. 1 - 3217

And the Office of the Washington State Auditor

This Interagency Data Sharing Agreement (DSA) is entered into by and between Cowlitz County Emergency Medical Services District No. 1 hereinafter referred to as “Agency”, and the Office of the Washington State Auditor, hereinafter referred to as “SAO”, pursuant to the authority granted by Chapter 39.34 RCW and 43.09 RCW.

Agency

Agency Name: Cowlitz County Emergency Medical Services District No. 1

Contact Name:

Title: Address: Phone:

E-mail: SAO

Agency Name: Office of the Washington State Auditor

Contact Name: Stacie Tellers

Title: Audit Manager

Address: P.O. Box 40031, Olympia, WA 98504 Phone: (564) 999-0922

E-mail: TELLERS@SAO.WA.GOV

The SAO and Agency agree that they will have the right, at any time with reasonable notice, to monitor, audit, and review activities and methods in implementing this Agreement in order to assure compliance.

1. PURPOSE OF THE DSA

The purpose of the DSA is to provide the requirements and authorization for the Agency to exchange confidential information with SAO and SAO to share confidential information with the Agency. This agreement is entered into between Agency and SAO to ensure compliance with legal requirements and Executive Directives (Executive Order 16-01, RCW 42.56, and OCIO policy 141, OCIO standard 141.10) in the handling of information considered confidential.

2. DEFINITIONS

“Agreement” means this Interagency Data Sharing Agreement, including all documents attached or incorporated by reference.

DSA Agreement between Agency and SAO

Agency DSA: 22-01

“Data Access” refers to rights granted to SAO employees to directly connect to Agency systems, networks and/ or applications combined with required information needed to implement these rights.

“Data Transmission” refers to the methods and technologies to be used to move a copy of the data between systems, networks and/ or employee workstations.

“Data Storage” refers to the place data is in when at rest. Data can be stored on removable or portable media devices such as a USB drive or SAO managed systems or OCIO/ State approved services.

“Data Encryption” refers to enciphering data with a NIST-approved algorithm or cryptographic module using a NIST-approved key length. Encryption must be applied in such a way that it renders data unusable to anyone but the authorized users.

“Personal Information” means information defined in RCW 42.56.590(10).

The State classifies data into categories based on the sensitivity of the data pursuant to the Security policy and standards promulgated by the Office of the state of Washington Chief Information Officer. The Data that is the subject of this DSA is classified as indicated below:

Category 1 – Public Information Public information is information that can be or currently is released to the public. It does not need protection from unauthorized disclosure, but does need integrity and availability protection controls.

Category 2 – Sensitive Information Sensitive information may not be specifically protected from disclosure by law and is for official use only. Sensitive information is generally not released to the public unless specifically requested.

Category 3 – Confidential Information Confidential information is information that is specifically protected from disclosure by law. It may include but is not limited to: a. Personal Information about individuals, regardless of how that information is obtained; b. Information concerning employee personnel records; c. Information regarding IT infrastructure and security of computer and telecommunications systems;

Category 4 – Confidential Information Requiring Special Handling Confidential information requiring special handling is information that is specifically protected from disclosure by law and for which: a. Especially strict handling requirements are dictated, such as by statutes, regulations, or agreements; b. Serious consequences could arise from unauthorized disclosure, such as threats to health and safety, or legal sanctions.

3. PERIOD OF AGREEMENT

This agreement shall begin on January 1, 2023, or date of execution, whichever is later, and end on December 31, 2025, unless terminated sooner or extended as provided herein.

4. JUSTIFICATION FOR DATA SHARING

SAO is the auditor of all public accounts in Washington State. SAO’s authority is broad and includes both explicit and implicit powers to review records, including confidential records, during the course of an audit or investigation.

5. DESCRIPTION OF DATA TO BE SHARED

The data to be shared includes information and data related to audit results, financial activity, operation and compliance with contractual, state and federal programs, security of computer systems, performance and accountability for agency programs as applicable to the audit(s) performed. Specific data requests will be limited to information needed for SAO audits, investigations and related statutory authorities as identified through auditor requests.

6. DATA TRANSMISSION

Transmission of data between Agency and SAO will use a secure method that is commensurate to the sensitivity of the data being transmitted.

7. DATA STORAGE AND HANDLING REQUIREMENTS

Agency and SAO will notify each other if they are providing confidential data. All confidential data provided by Agency will be stored with access limited to the least number of SAO staff needed to complete the purpose of the DSA.

8. INTENDED USE OF DATA

The Office of the Washington State Auditor will utilize this data in support of their audits, investigations, and related statutory responsibilities as described in RCW 43.09 and 42.40.

9. CONSTRAINTS ON USE OF DATA

The Office of the Washington State Auditor agrees to strictly limit use of information obtained under this Agreement to the purpose of carrying out our audits, investigations and related statutory responsibilities as described in RCW 43.09 and 42.40.

10. SECURITY OF DATA

SAO shall take due care and take reasonable precautions to protect Agency’s data from unauthorized physical and electronic access. SAO complies with the requirements of the OCIO 141.10 policies and standards for data security and access controls to ensure the confidentiality, and integrity of all data shared.

11. NON-DISCLOSURE OF DATA

SAO staff shall not disclose, in whole or in part, the confidential data provided by Agency to any individual or agency, unless this Agreement specifically authorizes the disclosure. Confidential data may be disclosed only to persons and entities that have the need to use the data to achieve the stated purposes of this Agreement. In the event of a public disclosure request for the Agency's Confidential data, SAO will notify the Agency

a. SAO shall not access or use the data for any commercial or personal purpose.

b. Any exceptions to these limitations must be approved in writing by Agency.

c. The SAO shall ensure that all staff with access to the data described in this Agreement are aware of the use and disclosure requirements of this Agreement and will advise new staff of the provisions of this Agreement.

Agency staff shall not disclose, in whole or in part, the confidential data provided by SAO to any individual or agency, unless this Agreement specifically authorizes the disclosure. Confidential data may be disclosed only to persons and entities that have the need to use the data to achieve the stated purposes of this Agreement. In the event of a public disclosure request for the SAO’s data, Agency will notify the SAO

a. Agency shall not access or use the data for any commercial or personal purpose.

b. Any exceptions to these limitations must be approved in writing by SAO.

c. The Agency shall ensure that all staff with access to the data described in this Agreement are aware of the use and disclosure requirements of this Agreement and will advise new staff of the provisions of this Agreement.

12. DATA DISPOSAL

Upon request by the SAO or Agency, or at the end of the DSA term, or when no longer needed, Confidential Information/Data must be returned or destroyed, except as required to be maintained for compliance or accounting purposes.

13. INCIDENT NOTIFICATION AND RESPONSE

The compromise of Confidential Information or reasonable belief that confidential information has been acquired and/or accessed by an unauthorized person that may be a breach that requires timely notice to affected individuals under RCW 42.56.590 or any other applicable breach notification law or rule must be reported to the [Agency contact].

If the Receiving Party does not have full details about the incident, it will report what information it has and provide full details within 15 business days of discovery. To the extent possible, these initial reports must include at least: A. The nature of the unauthorized use or disclosure, including a brief description of what happened, the date of the event(s), and the date of discovery; B. A description of the types of information involved; C. The investigative and remedial actions the Receiving Party or its Subcontractor took or will take to prevent and mitigate harmful effects and protect against recurrence; D. Any details necessary for a determination of whether the incident is a breach that requires notification under RCW 42.56.590, or any other applicable breach notification law or rule. E. Any other information SAO or Agency reasonably requests.

14. OVERSIGHT

The SAO and Agency agree that they will have the right, at any time with reasonable notice, to monitor, audit, and review activities and methods in implementing this Agreement in order to assure compliance.

15. TERMINATION

Either party may terminate this Agreement with 30 days written notice to the other party’s Agency Contact named on Page 1. However, once data is accessed by the SAO or Agency, this Agreement is binding as to the confidentiality, use of the data, and disposition of all data received as a result of access, unless otherwise amended by the mutual agreement of both parties.

16. AWARENESS AND TRAINING

SAO and the agency shall ensure that all staff with access to the data shared through this Agreement are aware of the use and disclosure requirements of OCIO 141.10 and RCW

42.56.590. SAO will comply with all state requirements and training regarding handling, storage and transmission of confidential data.

17. DISPUTE RESOLUTION

In the event that a dispute arises under this Agreement, a Dispute Board shall determine resolution in the following manner. Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review facts, contract terms, and applicable statutes and rules and make a determination of the dispute.

18. GOVERNANCE

a. The provisions of this Interagency Data Sharing Agreement are severable. If any provision of this Agreement is held invalid by any court that invalidity shall not affect the other provisions of this Interagency Data Sharing Agreement and the invalid provision shall be considered modified to conform to the existing law.

b. In the event of a lawsuit involving this Interagency Data Sharing Agreement, venue shall be proper only in Thurston County, Washington.

19. SIGNATURES

The signatures below indicate agreement between the parties.

Agency

Cowlitz County Emergency Medical Services District No. 1

Office of the Washington State Auditor

Signature Date Title:

Signature Date

Title:

Agency DSA: 22-01

AS-12690

BOCC Agenda

Meeting Date: 03/21/2023

LOCAL AGENCY AGREEMENT AND FEDERAL AID PROJECT PROSPECTUS - Erick Creek Fish Passage - Project No. 1617 - CRP No. 801 - WSDOT

Submitted For: Susan Eugenis, Public Works

Department: Public Works

Submitted By: Emilie Cochrane, Public Works

Information

Subject and Summary Statement

Attached is a Prospectus and Local Agency Agreement for Federal Funding of the Erick Creek Fish Passage Project. The purpose of the agreement is to obligate $410,000 in federal funding for the Preliminary Engineering phase of the project. The total estimated cost of the project is $3,050,000, which is funded 100% from FHWA’s Promoting Resilient Operations for Transformative, Efficient, and Cost-Saving Transportation (PROTECT) Formula Program funding.

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 approve the Prospectus and Local Agency Agreement for the Erick Creek Fish Passage project and authorize the Chairman to execute said agreement for submittal to WSDOT.  Please return two originals for submittal to WSDOT for acceptance and signatures.

Attachments

Local Agency Agreement - WSDOT

Vicinity Map

Final Approval Date: 03/13/2023

Form

AS-12692

BOCC Agenda

Meeting Date: 03/21/2023

Contract Execution: Gun Range Trap House Project #2023-0010-01

Submitted For: Will Tastad

Department: Facilities Maintenance

Subject and Summary Statement

Consent A. 5.

Submitted By: Ashley Claussen

Information

On February 28, 2023, the Board of County Commissioners voted to award agreement #2023-0010-01 for the construction of two trap houses and two firing pads to Transblue (AS-12657). The agreement has been signed and returned by the contractor and now requires final signature and execution.

The total cost of the agreement is $97,020.00 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.

Fiscal Impact

Expenditure Required $: 97,290.00

Budget Sufficient Y-N: Y

Amendment Required Y-N: N

Source of Funds - What Dept ? : Grant Y-N: Y

Attachments

Agreement

Form Started By: Ashley Claussen

Final Approval Date: 03/13/2023

Form Review

COWLITZ COUNTY

SMALL WORKS ROSTER CONSTRUCTION SERVICES AGREEMENT CONTRACT NUMBER 2023-0010-01

TITLE: GUN RANGE TRAP HOUSES AND FIRING PADS

CONTRACT SUMMARY

Contract Value: $97,020.00including applicable taxes

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

Contract Type: Lump Sum

Contract Administrator: Ashley Claussen

Phone: 360-577-3030 ext. 6856

Email: ClaussenA@cowlitzwa.gov

PARTIES

COUNTY: CONTRACTOR:

Cowlitz County Washington

C/O Cowlitz County Parks and Recreation

1600 13th Avenue S

Kelso, WA 98626

Contract Facilitator: Dylan Wills

Phone:360-577-3199 ext. 6757

Email: WillsD@cowlitzwa.gov

W Business Solutions, LLC – DBA Transblue

19916 Old Owen Road #252

Monroe, WA 98272

Contact: Vince Ortiz

Phone: 524-523-8860

Fax: N/A

Email: ortizv@transblue.org

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 Purchasing Services Department pursuant to the above cited statutory section and those provisions as set forth in the Revised Code of Washington Section 39.04.155, et seq. did let out for bid the Small Works Roster Project #2023-0010-01 for the construction of two trap houses and two firing pads at the Cowlitz Public Shooting Range; and

WHEREAS, thePurchasing Service Department, on behalf of Cowlitz County, did on February 9, 2023 open said bidsand the Board ofCountyCommissionersdidonJanuary28,2023acceptthebidoftheContractorhereinasthelowestresponsiblebidderforCowlitz County.

NOW,THEREFORE,forandinconsiderationofthemutualpromisessetforthherein,thepartiesheretodomutuallyagreeasfollows:

ARTICLE 1. COMPENSATION, WORK AND SERVICES.

The Contractor, for the consideration of ninety-seven thousand twenty dollars ($97,020.00), including applicable sales tax, for work performed as specified in the “Contract Documents” as enumerated herein below, shall in strict accordance with all of the provisions therein,performallworkandprovideallmaterials calledfor by theContractDocuments.TheCounty agrees topay theContractorfor said work as specified in the “Contract Documents.”

ARTICLE 2. CONTRACT DOCUMENTS

TheContractDocumentsconsistofthisAgreement,allconditions ofCowlitzCountyBidNo. 2023-0010-01 and other documents 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. 2023-0010-01; and

8. The bid of the contractordated January 27, 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 Agreement agrees 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 AND VALIDITY

Execution of this Agreement constitutes the valid and binding obligation of Contractor, enforceable against it in accordance with the terms of the Agreement. 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.

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 Dennis P. Weber, Chairman

Vince Ortiz

Print Name Arne Mortensen, Commissioner

Title

VP of Business Development 3/8/2023

Date:

Richard R. Dahl, Commissioner

ATTEST: Kelly Dombrowsky, Clerk of the Board

AS-12691

BOCC Agenda

Meeting Date: 03/21/2023

Consent A. 6.

Agreement with True Point Solutions for On-going Service and Support for Accela permitting system

Submitted For: Traci Jackson

Department: Office of Financial Management

Submitted By: Traci Jackson

Information

Subject and Summary Statement

On-going Service and Support Proposal

Will Staff Attend - NAME OF STAFF

Traci Jackson

Department Recommendation

The Building & Planning Department recommends Proposal from True Point Solutions for Accela software on going maintenance and support.

Attachments

Contract

Form Started By: Traci Jackson

Final Approval Date: 03/13/2023

Form Review

Started On: 03/09/2023 04:15 PM

AS-12696

BOCC Agenda

Meeting Date: 03/21/2023

FERC Notice Plan & Schedule, Sixth CSIR, Swift No. 2 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

FERC Notice dated 3/6/23 regarding Plan and Schedule, Sixth CSIR, Swift No. 2 Project.

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Notice

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/13/2023

Form Review

Started On: 03/13/2023 03:30 PM

Consent a.

AS-12699

BOCC Agenda

Meeting Date: 03/21/2023

FERC Notice dated 3/6/2023 Emergency Action Plan - Status Report, Swift No. 2 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

FERC Notice dated 3/6/2023 Emergency Action Plan - Status Report, Swift No. 2 Project

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Notice

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/14/2023

Form Review

Started On: 03/14/2023 03:53 PM

Consent b.

AS-12703

BOCC Agenda

Meeting Date: 03/21/2023

Consent c.

FERC Notice dated 2/28/23 regarding 2022 EAP Status Report, Merwin, Yale and Swift No. 1 Projects

Submitted For: Kelly Dombrowsky, Clerk of the Board

Submitted By: Kelly Dombrowsky, Clerk of the Board

Department: Commissioners Office

Information

Subject and Summary Statement

Federal Energy Regulatory Commission (FERC) Notice dated 2/28/23 regarding 2022 EAP Status Report, Merwin, Yale and Swift No. 1 Projects

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Notice

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/14/2023

Form Review

Started On: 03/14/2023 04:01 PM

AS-12698

BOCC Agenda

Meeting Date: 03/21/2023

Letter Dated 3/13/2023 to Cynthia Brown Chief of the Section of Administration

Submitted For: Kelly Dombrowsky, Clerk of the Board

Submitted By: Kelly Dombrowsky, Clerk of the Board

Department: Commissioners Office

Information

Consent d.

Subject and Summary Statement

Letter dated 3/13/2023 to Cynthia Brown, Chief of the Section of Administration, Office of Proceedings Surface Transportation Board regarding the Docket No. AB-1244X, Columbia & Cowlitz Railway, LLC Abandonment.

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Letter

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/14/2023

Form Review

Started On: 03/14/2023 03:50 PM

AS-12700

BOCC Agenda

Meeting Date: 03/21/2023

Letter dated 3/9/2023 to Senator Murry regarding FY24 Congressional Funding requests

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 3/9/2023 to Senator Murray regarding FY24 Congressional Funding requests.

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Letter

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/14/2023

Form Review

Started On: 03/14/2023 03:55 PM

AS-12701

BOCC Agenda

Meeting Date: 03/21/2023

Letter dated 3/9/23 to Senator Cantwell regarding FY24 Congressional Funding Request

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 3/9/23 to Senator Cantwell regarding FY24 Congressional Funding Request

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Letter

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/14/2023

Form Review

Started On: 03/14/2023 03:57 PM

Consent f.

AS-12702

BOCC Agenda

Meeting Date: 03/21/2023

Letter dated 3/9/2023 to Congresswomen Gluesenkamp Perez regarding FY24 Congressional Funding Request

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 3/9/2023 to Congresswomen Gluesenkamp Perez regarding FY24 Congressional Funding Request

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Letter

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/14/2023

Form Review

Started On: 03/14/2023 03:58 PM

AS-12704

BOCC Agenda

Meeting Date: 03/21/2023

Letter dated 3/21/23 reappointing Laura Yoder to the Board of Equalization.

Submitted For: Kelly Dombrowsky, Clerk of the Board

Submitted By: Kelly Dombrowsky, Clerk of the Board

Department: Commissioners Office

Information

Consent h.

Subject and Summary Statement

Letter dated 3/21/23 reappointing Laura Yoder to the Board of Equalization. This is a 3-year term that expires January 31, 2026.

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments

Letter

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/15/2023

Form Review

Started On: 03/15/2023 10:53 AM

Board of Commissioners

COMMISSIONERS

Arne Mortensen

District 1

Dennis P. Weber

District 2

Richard R. Dahl

District 3

CLERK OF THE BOARD

Kelly Dombrowsky

March 21, 2023

Laura Yoder

300 Cole Road

Kelso, WA 98626

Dear Ms. Yoder,

The Cowlitz County Board of Commissioners, at its regularly scheduled meeting today, March 21, 2023, were pleased to appoint you to serve on the Cowlitz County Board of Equalization. This is a 3-year term that will expire on January 31, 2026.

We are grateful for your willingness to work in this capacity and delighted that you have agreed to continue to serve on this important board.

Sincerely,

Board of County Commissioners Of Cowlitz County, Washington

AS-12706

BOCC Agenda

Meeting Date: 03/21/2023

Personal Services Agreement with CFM Advocates

Submitted For: Kelly Dombrowsky, Clerk of the Board

Submitted By: Kelly Dombrowsky, Clerk of the Board

Department: Commissioners Office

Information

Motion Items 8.

Subject and Summary Statement

Personal Services Agreement with CFM Strategic Communications, Inc. to provide tailored federal lobbying services for Cowlitz County for matters pertaining to Mt. St. Helens, assistance with Washington D.C. visits by Cowlitz County officials and limited federal grant support. Total amount is $81,000.00 annually.

Will Staff Attend - NAME OF STAFF Department Recommendation

Attachments

Agreement

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/16/2023

Form Review

Started On: 03/16/2023 08:56 AM

PERSONAL SERVICES AGREEMENT

Contract Number:

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

Name: CFM Strategic Communications, Inc.

Address: 10260 SW Greenburg Road, Suite 400 Portland, OR 97223

Phone No: (503)294-9120

(hereinafter called “Contractor”).

This Agreement is comprised of:

Attachment A – Scope of Work

Attachment B – Compensation

Attachment C – General Conditions

Attachment D – Special Terms and Conditions and Retirement Status Form (signature required)

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

The term of this Agreement shall commence on the 22nd day of March 2023 and shall, unless terminated as provided elsewhere in the Agreement, terminate on the 22nd day of March 2024.

IN WITNESS WHEREOF, the parties have executed this Agreement on this ______ day of ________, 2023.

CFM STRATEGIC COMMUNICATIONS, INC: COWLITZ COUNTY: Board of County Commissioners

Joel Rubin, Partner

Dennis P. Weber, Chairman

Arne Mortensen, Commissioner District 1

Print Name:

Title: Richard Dahl, Commissioner District 3

Date: , 2023

ATTEST:

Kelly Dombrowsky, Clerk of the Board Title: Deputy Prosecuting Attorney

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

SCOPE OF WORK

CFM will provide tailored federal lobbying services for Cowlitz County. The scope of CFM’s services will be reserved for matters pertaining to Mt. St. Helens, assistance with Washington D.C. visits by Cowlitz County officials and limited federal grant support.

Should Cowlitz County wish to retain CFM’s services beyond the tailored Scope of Work outlined below, CFM will provide an estimated hourly-rate quote for those projects and services. Additional services will be approved and invoiced independently from the quarterly retainer agreed upon.

CFM’s tailored services shall include:

• Advocacy for Cowlitz River monitoring and maintenance dredging.

• Advocacy for the Spirit Lake Outlet long-term solution.

• Advocacy for re-authorization of the Army Corps of Engineers authority to provide flood protection and sediment management as a result of the Mt. St. Helens eruption currently set to expire in 2035

• Developing a strategic federal agenda and political outreach plan.

• Tracking, researching, and communicating with federal agencies to identify grant, appropriations and authorization projects and other funding opportunities.

• Securing Congressionally Directed Spending and/or Community Project Funding, grant awards, authorizations, and report language.

• Drafting, editing, and advocating for applications to federal grant programs (with the exceptions of USDOT’s RAISE PIDP, INFRA and CRISI programs.)

• Developing policy through the legislative (via Congress) and regularly (via the administration) processes.

• Placing Cowlitz County officials in the middle of discussions and debates around specific proposals that are central to your objectives, and providing access to key decision-makers and leaders in Washington D.C.

• Coordinating advocacy efforts with coalitions such as the National Association of Counties.

• Monitoring and informing you of pertinent legislative and regulatory initiatives.

• Providing opportunity for testimony before congressional committees.

• Drafting briefing materials and talking points to be used when meeting with elected officials and agency heads.

• Scheduling and attending meetings in Washington State and Washington, DC with key decision makers and staff.

CFM shall submit quarterly written progress reports to the County Project Manager. Progress reports will include updates regarding progress on the County’s Mt. St. Helens priority issues and any other additional projects agreed to. CFM will also participate in conference calls and in person updated with the Board of County Commissioners as needed.

In the event the CFM is unable to complete their work as scheduled, the contract period and compensation may be adjusted by mutual agreement of the County and CFM.

For services rendered as set for in Attachment “A” the County shall pay CFM a retainer of EIGHTY ONE THOUSAND DOLLARS ($81,000) annually. Retainer payments shall be made quarterly.

Should the County wish to retain CFM’s services beyond the tailored Scope of Work outlined in Attachment “A”, CFM will provide an estimated hourly-rate quote for those projects and services. Additional services will be approved by the Board of County Commissioners and invoiced independently from the retainer.

Unless otherwise agreed upon by the Board of County Commissioners, each separate invoice for additional services shall be supported by hourly rates charged for specific tasks completed up to the request for payment.

GENERAL CONDITIONS

1. Scope of Contractor’s Services. The Contractor agrees to provide to the County services and any materials set forth in the project narrative identified as Attachment A during the agreement period. No material, labor, or facilities will be furnished by the County, except as provided for herein.

2. Accounting and Payment for Contracted Services. Payment to the Contractor for services rendered under this agreement shall be as set forth in Attachment B. Unless specifically stated in Attachment B, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract.

3. Delegation and Subcontracting. Contractor’s services are deemed personal and no portion of this contract may be delegated or subcontracted to any other individual, firm or entity without the express and prior written approval of the County Project Manager.

4. Independent Contractor. The Contractor’s services shall be furnished by the Contractor as an independent contractor and nothing herein contained shall be construed to create a relationship of employer/employee or master/servant.

The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment B and the Contractor is not entitled to any county benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental or other insurance benefits, or any other rights or privileges afforded to Cowlitz County employees. The Contractor represents that it maintains a separate place of business, serves clients other than the County, will report all income and expense accrued under this contract with the Internal Revenue Services on a business tax schedule, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington.

In the event that either the state or federal government determines that an employer/employee or master/servant relationship exists rather than an independent contractor relationship such that Cowlitz County is deemed responsible for federal withholding, social security contributions, workers compensation and the like, the Contractor agrees to reimburse Cowlitz County for any payments made by Cowlitz County. Should any payments be due to the Contractor pursuant to this Agreement, the Contractor agrees that reimbursement may be made by deducting from such future payments a pro rata share of the amount to be reimbursed.

Notwithstanding any determination by the state or federal government that an employer/employee or master/servant relationship exists, the Contractor, its officers, employees and agents, shall not be entitled to any benefits which Cowlitz County provides to its employees.

5. No Guarantee of Employment. The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future.

6. Regulations and Requirements. This Agreement shall be subject to all federal, state and local laws, rules and regulations.

7. Right to Review. This contract is subject to review by any federal or state auditor. The County shall have the right to review and monitor the financial and services components of this program by whatever means are deemed expedient by the County Project Manager. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials with the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records

8. and records relating to the performance of work under this Agreement for six (6) years after contract termination, and shall make them available for such review, within Cowlitz County, State of Washington, upon request, during reasonable business hours.

9. Modifications. Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties.

10. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or makes an assignment for the benefit of the creditors, the County may, by depositing written notice to the Contractor in the U.S. Mail, postage prepaid, terminate the contract, and at the County’s option, obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor agrees to bear any extra expenses incurred by the County in competing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default.

If the notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof.

11. Termination for Public Convenience. The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County.

12. Termination Due to Insufficient Funds. If sufficient funds for payment under this contract are not appropriated or allocated or are withdrawn, reduced, or otherwise limited, the County may terminate this contract upon thirty (30) days written notice to the Contractor. No penalty or expense shall accrue to the County in the event this provision applies.

13. Termination Procedure. The following provisions apply in the event that this Agreement is terminated:

a. The Contractor shall cease to perform any services required hereunder as the effective date of termination and shall comply with all reasonable instructions contained in the notice of termination, if any.

b. The Contractor shall provide the County with an accounting of authorized services provided through the effective date of termination.

c. If the Agreement has been terminated for default, the County may withhold a sum from the final payment to the Contractor that the County determines necessary to protect itself against loss or liability.

14. Defense and Indemnity Agreement. To the fullest extent permitted by law and except to the extent caused by the sole negligence to the County, the Contractor shall indemnify, defend and hold the County and its appointed and elected officers, agents and employees, and volunteers, harmless from and against any and all claims for any injuries, death or damage to persons or property (including any loss of use resulting therefrom), directly or indirectly arising out of, resulting from, or in connection with performance of this Agreement. Contractor’s obligation to indemnify, defend

15. and hold harmless includes any claim by the Contractor’s agents, employees, representatives, or any subcontractor or its employees. Contractor expressly agrees to indemnify, defend and hold harmless the County from any claims arising out of or incident to either Contractor’s or its Subcontractor’s performance or failure to perform the Agreement.

It is further agreed by and between the parties that in no event shall any County appointed or elected officer, agent, employee, or volunteer, when executing their official duties in good faith, be in any way personally liable or responsible for any agreement or performance contained herein, whether express or implied, nor for any statement or representation made herein or in any connection with this Agreement. The foregoing indemnification obligations to the Contractor are a material inducement to County to enter into this Agreement, are reflected in the Contractor’s compensation, and have been mutually negotiated by the parties.

If is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein.

16. Industrial Insurance Waiver. With respect to the performance of this Agreement and as to claims against the County, its appointed and elected officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, as now or hereafter amended, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of the Contractor. Along with the other provisions of this Agreement, this waiver is mutually negotiated by the parties to this Agreement.

17. Venue and Choice of Law. In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action shall be in the courts of the State of Washington in and for the County of Cowlitz. This Agreement shall be governed by the law of the State of Washington.

18. Withholding Payment. In the event the County Project Manager determines that the Contractor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the County Project Manager determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the County promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more that ten (10) days after it determines to withhold amounts otherwise due. A determination of the County Project Manager set forth in a notice to the contractor of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provision of the Disputes clause of this Agreement. The County may act in accordance with any determination of the County Project Manager which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, to take all or any of the following actions: (1) cure any failure or default,

(2) to pay any amount so required to be paid and to charge the same to the account of the Contractor,

(3) to set off any amount paid or incurred from the amounts due or to become due the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to the Contractor by reason of good faith withholding by the County under this clause.

19. 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.

20. Contractor Commitments, Warranties and Representations. Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties.

21. Patent/Copyright Infringement. Contractor will defend, indemnify and save harmless county, its appointed and elected officers, agents and employees from and against all loss or expense, including but not limited to claims, demands, actions, judgments, settlements, attorney’s fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of the Contractor’s alleged infringement on any patent or copyright. The Contractor will pay those cost and damages attributable to any such claims that are finally awarded against the County, its appointed and elected officers, agents and employees in any action. Such defense and payments are conditioned upon the following:

a. That Contractor shall be notified promptly in writing by County of any notice of such claim.

b. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement, is made provided no reduction in performance or loss results to the County.

22. Disputes:

a. General. Differences between the Contractor and the County, arising under and by virtue of the contract documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. The records, orders, rulings, instructions, and decision of the County Project Manager shall be final and conclusive thirty (30) days from the date of mailing unless the Contractor mails or otherwise furnishes to the County Project Manager a written notice of appeal. The notice of appeal shall include facts, law, and argument as to why the conclusions of the County Project Manager are in error.

In connection with any appeal under this clause, the Contractor and County shall have the opportunity to submit written materials and argument and to offer documentary evidence in support of the appeal. Oral argument and live testimony will not be permitted. The decision of the County Project Manager for the determination of such appeals shall be final and conclusive. Reviews of the appellate determination shall be brought in the Superior Court of Cowlitz County within fifteen (15) days of mailing of the written appellate determination. Pending final decision of the dispute, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered.

b. Notice of Potential Claims. The Contractor shall not be entitled to additional compensation or to extension of time for (1) any act or failure to act by the County Project Manager or the County, or (2) the happening of event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or even giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional.

c. Detailed Claim. The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due.

23. Ownership of Items Produced and Public Disclosure. All writings, programs, data, art work, music, maps, charts, tables, illustrations, records or other written, graphic, analog or digital materials prepared by the Contractor and/or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County and constitute “work made for hire” as that phrase is used in federal and/or state intellectual property laws and Contractor and/or its agents shall have no ownership or use rights in the work. Except as to data or information in the public domain or previously known to the Contractor or required to be disclosed by law, subpoena or other process, the following shall apply:

a. The parties agree that correspondence, emails, reports and other electronic or written work product related to the formation and performance of this Agreement are, with limited statutory exception, public records subject to disclosure under the Public Records Act RCW 42.56. The County may provide the Contractor with a copy of the a public records request and the Contractor shall expeditiously provide copies of any public records in Contractor’s possession, necessary to fulfill that Public Records Request. If the Public Records Request is large the Contractor will promptly provide the County with an estimate of reasonable time needed to fulfill the records request. Similarly, the County shall be required, upon such public records request, to disclose this Agreement and all documents related to it unless and fully cooperate with assist the County with respect to any public records request related to this Agreement, as part of its performance of work under this Agreement.

b. Should County receive a request for disclosure, County agrees to provide Contractor ten (10) days written notice of impending release of public records by the County, and to cooperate with any legal action which may be initiated by Contractor to enjoin or otherwise prevent such release, provided that all expense of any such litigation shall be borne by Contractor, including any damages, attorney’s fees or costs awarded by reason of having opposed or delayed was provided and Contractor took no action to oppose the release of information. Notice of any proposed release of information pursuant to Chapter 42.56 RCW. shall be provided to Contractor according to the “Notice” provision herein. If the Contractor has not obtained an injunction and serviced the County with that injunction by the close of business on the tenth business day after the County sent notice, the County will then disclose the record unless it makes an independent determination that the record is exempt from disclosure. Notwithstanding the above, the Contractor must not take any action that would affect (a) the County’s ability to use goods and services provided under this Contract or (b) the Contractor obligations under this Contract. The Contractor will fully cooperate with the County in identifying and assembling records in case of any public disclosure request.

c. Contractor's failure to timely provide such records upon demand shall be deemed a material breach of this Contract. To the extent that the County incurs any monetary penalties, attorneys' fees, and/or any other expenses as a result of such breach, Contractor shall fully indemnify and hold harmless County as set forth in Section 13. For purposes of this section, the terms "public records" and "agency" shall have the same meaning as defined by Chapter 42.56 RCW, as said chapter has been construed by Washington courts. The provisions of this section shall survive the expiration or termination of this Agreement

24. Recovery of Payments to Contractor. The right of the Contractor to retain monies paid to it is contingent upon satisfactory performance of this Agreement, including the satisfactory completion of the project described in the Scope of Work (Attachment A). In the event that the Contractor fails, for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the County Project Manager’s sole discretion, be required to repay to the County all monies disbursed to the Contractor for those parts of the project that are rendered worthless in the opinion of the County Project Manager by such failure to perform.

Interest shall accrue at the rate of 12 percent (12%) per annum from the time the County Project Manager demands repayment of funds.

25. Project Approval. The extent and character of all work and services to be performed under this Agreement by the Contractor shall be subject to the review and approval of the County Project Manager. For purposes of this Agreement, the County Project Manager is:

Name: Kelly Dombrowsky

Title: Clerk of the Board

Department: Board of County Commissioners

Address: 207 Fourth Avenue North, Room 305 Kelso, WA 98626

Telephone: (360)577-3020 Option 4

Email: dombrowskyk@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 Contractor's right to appeal that decision as provided herein.

26. Non-Discrimination. The Contractor shall not discriminate against any person on the basis of race, creed, political ideology, color, national origin, sex, marital status, sexual orientation, age, or the presence of any sensory, mental or physical handicap.

27. Subcontractors. In the event that the Contractor employs the use of any subcontractors, the contract between the Contractor and the subcontractor shall provide that the subcontractor is bound by the terms of this Agreement between the County and the Contractor. The Contractor shall insure that in all subcontracts entered into, County is named as an express third-party beneficiary of such contracts with full rights as such.

28. Third Party Beneficiaries. This agreement is intended for the benefit of the County and Contractor and not for the benefit of any third parties.

29. Standard of Care. The Contractor shall perform its duties hereunder in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession as Contractor currently practicing under similar circumstances. In the event of any errors or omissions by Contractor in performance of any work required under this Agreement, the Contractor will make all necessary corrections without additional compensation. All work submitted by the Contractor will be certified by the Contractor and checked by the Contractor for errors and omissions. The Contractor will continue to be responsible for the accuracy and sufficiency of work even after the work is accepted by the County.

30. Time is of the Essence. Time is of the essence in the performance of this contract unless a more specific time period is set forth in either the Special Terms and Conditions or Scope of Work.

31. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, any notices shall be given by the Contractor to the County Project Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the person executing the Agreement on behalf of the Contractor at the address identified on the signature page.

32. Severability. If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable.

33. Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order:

a. Applicable federal, state and local statutes, ordinances and regulations;

b. Scope of Work (Attachment A) and Compensation (Attachment B);

c. Special Terms and Conditions (Attachment D); and

d. General Conditions (Attachment C).

34. Waiver. Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto.

35. Construction. This agreement has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorably against either party.

36. Survival. Without being exclusive, Paragraphs 4, 7, 13-19, 21-22 and 30-35 of these General Conditions shall survive any termination, expiration or determination of invalidity of this Agreement in whole or in part. Any other Paragraphs of this Agreement which, by their sense and context, are intended to survive shall also survive.

37. Entire Agreement. This written contract represents the entire Agreement between the parties and supersedes any prior statements, discussions or understandings between the parties except as provided herein. The terms of this Agreement shall be given their fair meaning and shall not be construed in favor of or against either party hereto because of authorship. This Agreement shall be deemed to have been drafted by both of the parties.

SPECIAL TERMS AND CONDITIONS AND RETIREMENT STATUS FORM

1. ☐Reporting. See "Scope of Work" above.

2. ☐Insurance. The Contractor shall maintain in full force and effect during the term or this Agreement, and until final acceptance of the work, public liability and property damage insurance with companies and through sources approved by the state insurance commissioner pursuant to RCW Title 48, as now or hereafter amended. The County, its appointed and elected officials, agents and employees, shall be specifically names as additional insureds in a policy with the same company which insures the Contractor or by endorsement to an existing policy or with a separate carrier approved pursuant to RCW Title 48, as now or hereafter amended, and the following coverages shall be provided:

☐COMPREHENSIVE GENERAL LIABILITY:

Bodily injury, including death and property damage $1,000,000 per occurrence

Property damage $1.000,000 aggregate

☐ERRORS AND OMISSIONS or PROFESSIONAL LIABILITY with an Extended Reporting Period

Endorsement (two year tail). $1,000,000 per occurrence

☐WORKERS COMPENSATION: Statutory amount

☐AUTOMOTIVE: coverage on owned, non-owned, rented and hired vehicles

Bodily injury, liability, including death and

Property damage liability $1,000,000 combined single limit

All Contractor's and Contractor's subcontractors' insurance policies and additional named insured endorsements shall provide primary insurance coverage and be non-contributory. Any insurance, self-insured retention, deductible, risk retention or insurance pooling maintained or participated in by the County shall be excess and not contributory to such insurance policies. All Contractor's and Contractor's subcontractors' liability insurance policies must be endorsed to show this primary coverage.

Upon request, the Contractor shall provide a full and complete certified copy of all requested insurance policies to the County. The County reserves the right, but not the obligation, to revise any insurance requirement, not limited to limits, coverages and endorsements, or to reject any insurance policies which fail to meet the requirements of this Agreement. Additionally, the County reserves the right, but not the obligation, to review and reject any proposed insurer providing coverage based upon the insurer's financial condition or licensing status in Washington. Any deductibles and/or self-insured retentions exceeding $10,000, stop loss provisions, and/or exclusions contained in such policies must be approved by the County in writing. For any deductibles or self-insured retentions exceeding $10,000 or any stop-loss provisions, the County shall have the right to request and review the Contractor's most recent annual financial reports and audited financial statements as a condition of approval

Contractor hereby agrees to a waive subrogation with respect to each insurance policy maintained under this Agreement. When required by an insurer, or if a policy condition does not permit Contractor to enter into a pre-loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and obtain such endorsement. This requirement shall not apply to any policy which includes a condition expressly prohibiting waiver of subrogation by the insured or which voids coverage should the Contractor enter into such a waiver of subrogation on a pre-loss basis.

The County, its departments, elected and appointed officials, employees, agents and volunteers shall be named as additional insureds on Contractor’s and Contractor’s subcontractors’ insurance policies by way of endorsement for the full available limits of insurance maintained by the Contractor and subcontractor, and all coverage shall be primary and non-contributory. A statement or notation of additional insured status on a Certificate of Insurance shall not satisfy these requirements. [This endorsement shall not be required if the Contractor is a governmental entity and is insured through a governmental entity risk pool authorized by the State of Washington.]

The Contractor shall, for each required insurance policy, provide a Certificate of Insurance, with endorsements attached, evidencing all required coverages, limits, deductibles, self-insured retentions and endorsements and which is conditioned upon the County receiving thirty (30) days prior written notice of reduction in coverages, cancellation or non-renewal. Each Certificate of Insurance and all insurance notices shall be provided to: ATTN: Risk Manager, Cowlitz County Administrative Svc. 207 4th Ave. N., Kelso, WA 98626. This Agreement shall be void ab initio if the proof of coverage is not timely supplied.

The insurance maintained under this Agreement shall not in any matter limit or qualify the liabilities or obligations of the Contractor of this Agreement. All insurance policy deductibles and self-insured retentions for policies maintained under this Agreement shall be paid by the Contractor.

Compensation and/or payments due to the Contractor under this Agreement are expressly conditioned upon the Contractor’s strict compliance with all insurance requirements. Payment to the Contractor shall be suspended in the event of non-compliance. Upon receipt of evidence of Contractor's compliance, payments no otherwise subject to withholding or set-off will be released to the Contractor. This Agreement shall be void ab initio if the proof of coverage is not timely supplied.

If the Errors and Omissions or Professional Liability insurance obtained is an occurrence policy as opposed to a claims-made policy, the Extended Reporting Period Endorsement is not required.

3. ☐Liquidated Damages. For delays in timely completion of the work to be done or missed milestones of the work in progress, the Contractor shall be assessed Dollars ($ ) per day as liquidated damages and not as a penalty because the County finds it impractical to calculate the actual cost of delays. Liquidated damages will not be assessed for any days for which an extension of time has been granted. No deduction or payment of liquidated damages will, in any degree, release the Contractor from further obligations and liabilities to complete the entire project.

4. ☐Other (specify)

COUNTY RETAINS THIS FORM

Individual contractors and service providers must complete and sign

WA Department of Retirement Systems: Independent Contractor Verification and State Retirement Status Reporting Form [WAC 415-02-0100; DRS Email 13-011; DRS Email 09-001]

SECTION 1: INDIVIDUAL CONTRACTOR COMPLETES THIS SECTION AND SIGNS:

Did you retire from on of the State of Washington Retirement Systems? ☐YES ☐NO

If “Yes”, please complete, sign and submit with your signed Agreement;

If “No”, please sign and submit with your signed Agreement:

Did you retire before age 65 using the 2008 early retirement factors (ERF)? ☐YES ☐NO

Will you be receiving direct compensation for your services? ☐YES ☐NO

Will you be receiving indirect compensation for your services? ☐YES ☐NO

CONTRACTOR (Full, individual name of contractor):

Signature:____________________________ Social Security No.:_________________ Date: __________

SECTION 2: COUNTY COMPLETES THIS SECTION AND RETAINS FOR AUDIT PURPOSES:

[Use Member Reporting Verification (MRV) to verify the past retirement membership]

1. Contractor has been a member of a Washington State Retirement System ☐YES ☐NO If YES, what system and plan?

2. Is the contractor a retiree of a Washington State Retirement System? ☐YES ☐NO

3. Did the contractor retire before 65 using the 2008 ERF? ☐YES ☐NO

ATTACHMENT

AS-12693

BOCC Agenda

Meeting Date: 03/21/2023

Proclamation Fair Housing Month

Submitted For: Dennis Weber

Department: Commissioners Office

Subject and Summary Statement

Proclamations 9.

Submitted By: Kelly Dombrowsky, Clerk of the Board

Information

On behalf of real property owners in SW Washington, and the Lower Columbia Association of REALTORS and affiliates as well as Washington REALTORS, we respectfully request that you consider Proclaiming APRIL 2023 as FAIR HOUSING Month in Cowlitz County.

Will Staff Attend - NAME OF STAFF

Department Recommendation

Attachments Proclamations

Form Review

Form Started By: Kelly Dombrowsky

Final Approval Date: 03/13/2023

Started On: 03/13/2023 01:59 PM

PROCLAMATION

BEFORE THE BOARD OF COMMISSIONERS OF COWLITZ COUNTY, WA

In the Matter of declaring April 2023 ) As Fair Housing Month in Cowlitz ) Resolution:______________ County )

WHEREAS On April 11, 1968 the Fair Housing Act was enacted into law, recognizing that no American should have their right to purchase or rent shelter of choice abridged because of race, color, religion, sex, handicap, familial status, national origin, sexual orientation, or gender identity. .

WHEREAS Cowlitz County is committed to the mission and intent of Congress to provide fair and equal housing opportunities for all; and

WHEREAS equality of opportunity for all is a fundamental policy of this nation and our state and our community; and

WHEREAS the location that people live has a direct impact on the quality of their health, education, and access to economic opportunities; and

WHEREAS Discriminatory housing practices create racial and economic segregation in communities that can lead to disparate outcomes in overall quality of life; and

WHEREAS Cowlitz County believes that access to fair housing laws have made our communities stronger and more vibrant in Washington State; and

WHEREAS we are committed to programs that will help educate the public about the right to equal housing in the State of Washington; and

WHEREAS we are committed to promoting housing choices and fostering inclusive communities free from housing discrimination

NOW THEREFORE, BE IT RESOLVED, that Cowlitz County celebrate and Proclaim the Month of April 2023 as Fair Housing Month and thank the many people in our communities who aspire to open the doors of opportunity of housing to all people free from any discrimination.