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2022-2023 PROFESSIONAL SERVICES AGREEMENT
CONFLICT AND OVERFLOW INVESTIGATOR
This Agreement ("Agreement"} is made and entered into, by and through the Grant County
Commissioner's Office,, by and between the following- Grant County ("COUNTY"), a political
subdivision of the state of Washington, and Rachel Dos known as BOS U14VESTIGATIONS
("INVESTIGATOR!'), a Washington State Private Investigative Agency, for the express purposes
set forth in the following provisions of this Agreement.
WHEREAS, the COUNTY desires to make arrangements to obtain an independent
contractor to perform investigation services; and
WHEREAS, the purpose of this Agreement is for the retention of investigative services to
assist the Grant County Public Defense as they conduct indigent defense services.
'NOW, THEREFORE, in consideration of the terms and conditions contained herein, or
attached and incorporated and made a part hereof,
: the COUNTY and the INVESTIGATOR
mutually agree as follows
0
1. SCOPE OF WORK
a. The COUNTY intends to retain the services of the INVESTIGATOR toprovide
conflict and overflow investigative services as directed by the COUNTY through
the Director of Grant County Department of Public Defense for investigations in
Superior Court, Juvenile Court, and/or District Court cases. Investigative services
include, but are not limited to, consultation with public defender, identifying and
interviewing witnesses, preparing reports, recorded statements, and related
investigative services, as well as testifying in court when required, in a professional
manner.
b. The INVESTIGATOR represents that it has available all tools necessary to
accomplish the investigative services required.
i. The INVESTIGATOR shall be available as needed to handle all
investigative services to public defenders in Superior Court, Juvenile Court,
and/or District Court that he/she agrees to accept from the Director of Public
Defense.
ii. The INVESTIGATOR shall alert the Director of Public Defense when a
conflict of interest arises on the part of Investigator so the COUNTY may
obtain the services of another investigative firm, or individual.
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C. Exhibit "A" contains the General Terms and Conditions governing work to be
performed under this Agreement, the nature of the working relationship between
the COUNTY and the INVESTIGATOR, and specific obligations of both parties.
d. Any additional service(s) provided by the INVESTIGATOR must have prior
written approval of COUNTY.
2. PERIOD OF PERFORMANCE
Subject to other Agreement provisions, the period of performance under this Agreement
will be from January 1, 2022 through December 31, 2023. If the COUNTY determines
that it wants to extend the Agreement, and if the INVESTIGATOR agrees to extend this
Agreement for up to one additional year with no increase to the INVESTIGATOR'S hourly
rates and expenses as detailed herein, it may do so through either an amendment to the
Agreement or through a Memorandum of Understanding. In the event that the Investigator
is hired as a full-time or part-time employee of Grant County this agreement shall be
immediately terminated.
3. RIGHTS AND OBLIGATIONS
All rights and obligations of the parties to this Agreement shall be subject to and governed
by the Special Terms and Conditions contained in the text of this Agreement instrument
and the General Terms and Conditions attached hereto as Exhibit "A" 'incorporated by
reference herein.
4. COMPENSATION AND PAYMENT
a. Amount of Compensation.
i. Total compensation payable to the INVESTIGATOR for satisfactory
performance of the work under this Agreement performed by the
Investigator is at the rate of Fifty-four and 501100 Dollars ($54.50) per
hour for each hour of investigative services per month. The aforementioned
hourly rate is fully loaded and includes all costs for administration, benefits
and overhead.
ii. Compensation for travel hours are payable at the rate of Fifty-four and
501100 Dollars ($54.50) per hour for each travel hour related 'to the
investigative services.
b. Expenses. Certain out ofpocket expenses incurred accomplishing the scope of work
will be reimbursable. These expenses are limited to mileage, photographic,
transcription services, reproductions costing more than $ 10, with prior approval by
the Director of Public Defense, and recording expenses only. Mileage
reimbursement shall be according to Grant County reimbursement rate.
Reimbursable out ofpocket expenses are to be included in the Investigator's regular
billing cycle invoice(s). Non reimbursable expenses include, but are not limited to,
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reproductions without prior approval, long distance phone calls, supplies,
reproductions, postage, and delivery fees.
C. Per Diem. Should investigative work require the INVESTIGATOR to travel more
than three (3) hours or more than one hundred and fifty (I 50) miles outside of Grant
County, the Investigator shall be eligible for per them according to Grant County
reimbursement rates. When overnight accommodations are required as a part of
per diem, the Investigator shall obtain accommodations at the lowest reasonable
rate. Requests for reimbursement of Per Diem expense must be accompanied by
detailed receipts; credit card slips alone are not sufficient for expense
reimbursement.
d. Time and Method of Payment. Payment for work performed shall be payable upon
receipt of properly completed invoices which shall be submitted to the Director of
Public Defense by the INVESTIGATOR on a once monthly basis due by the 15'
of each month. The invoices shall describe and document to the Director's
satisfaction, the public defense case by name and case number, thepublic defender
who requested the investigative services, an itemization and description of the work
performed with the amount of time listed for each itnization, and a detail of the
expenses. Provided, that the description of work done shall be sufficiently general
to avoid any disclosure of confidential or privilegea information and may exclude
the name or other identifying information of any person interviewed. The,
INVESTIGATOR shall maintain sufficient records that identify the person
interviewed and, those records may be reviewed by the Director as needed to verify
billings. The rates shall be in accordance with those herein agreed to.
Payment shall be considered timely if made by the COUNTY within thirty (3 0)
days after receipt of properly completed invoices. Payment shall be sent to the
address designated by the Investigator. The COUNTYmay, in its sole discretion.,
terminate Agreement or withhold payments claimed by the Investigator for
service(s) rendered if the Investigator fails to satisfactorily comply with any term
or condition of this Agreement.
5. COUNTY OBLIGATIONS
The COUNTY agrees to cooperate with the INVESTIGATOR and to provide readily
available and pertinent information regarding its requirements for services and work to be
performed by the INVESTIGATOR. If the COUNTY observes or otherwise becomes
aware of any fault or defect in the services performed by the INVESTIGATOR, the
COUNTY shall promptly give notice thereof to the INVESTIGATOR and allow the
INVESTIGATOR adequate time to respond. The COUNTY agrees to pay for all services
within thirty (3 0) days of receipt of a bill.
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6. AGREEMENT REPRESENTATIVES
a. The County's Director of the Department, of Public Defense shall be representative
for Grant County on behalf of the Board of County Commissioners for this contract
and responsible for approval for payment of billings and expenses submitted by the
INVESTIGATOR.
b. The INVESTIGATOR'S representative for this AGREEMENT shall be Karl
Calhoun, who will be the contact person for all communications regard* the
conduct of work under this AGREEMENT. Ing
7. INTERPRETATION OF AGREEMENT
a. Order of Precedence. In the event of an inconsistency in this AGREEMENT, unless
otherwise provided herein, the inconsistency shall be resolved by giving
precedence in the following order:
i. Applicable Federal and state of Washington statutes and regulations;
i L Special Terms and Conditions as contained in this basic AGREEMENT
instrument;
iii. Exhibit "A",- General Terms and Conditions;
iv. Any other provision, term or material incorporated herein by reference or
otherwise incorporated.
b. Entire Agement. This AGREEMENT including referenced exhibits represents all.
the terms and conditions agreed upon by the parties for public information and
communications work for COUNTY. No other understandings or representations,
oral or otherwise, regarding the subject matter of this AGREEMENT shall be
deemed to exist or to bind any of the parties hereto.
C. Conformance. If any provision of this AGREEMENT violates any statute or rule
of law of the state of Washington, it is considered modified to conform to that
statute or rule of law.
d. Approval. This AGREEMENT shall be subject to the written approval of
COUNTY's duly authorized officials and shall not be binding until so approved.
AGREEMENT may be altered, amended, or waived only by a written amendment
executed by both parties.
THIS AGREEMENT is executed by the persons signing below who warrant that they have
the authority to execute AGREEMENT.
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SIGNED this day of 2021.
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY, WASHINGTON
Cindy Carte T,Chair
A I
Dann
Rob Jones, Member
Langley, WA 98260
Phone: (425) 231-6397
E-mail: gtwpi@widbey.com
TAX ID NUMBER: 532-54-6409
State of Washington
ss.
County of Grant
I hereby certify that I know or have satisfactory evidence that Rachel Bos signed this instrument in his
capacity as Owner of BOS INVESTIGATIONS, a Washington State Private Investigative Agency, and
acknowledged it to be his free and voluntary act for the uses and purposes mentioned in the instrument.
DATED: � I� /j ���J�'l
UNDA KAY WATERBLY'-Z-
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NOTARY PUBLIC N Public fe �`�G for a 4 7_7G�''� .%J�CI�ii�t' ��
STATE OF WASHINGTON My Commission exp,
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Exhibit 66A`9
GENERAL TERMS AND CONDITIONS
1. inde-oendent. Capacity of The INVESTIGATOR
The INVESTIGATOR and its employees or agents performing under this Agreement are
not employees or agents of the COUNTY. The INVESTIGATOR will not hold
himself/herself out as nor claim to be an officer or employee of the COUNTY or of the
state of Washington by reason hereof, nor will the INVESTIGATOR make any claim of
right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW`
or chapter 28B.1 6 RCW. Identification of the INVESTIGATOR as a Private Investigator
contracted to perform services for the County or for the Grant County Public Defense is
not a violation of this condition.
2. Subcontracting
The INVESTIGATOR shall not enter into subcontracts for any of the work contemplated
under this Agreement without obtaining prior -written approval of the COUNTY.
3. Indemnification
The INVESTIGATOR shall defend, protect and hold harmless the COUNTY, or any
COUNTY employees, officers, or officials, from and against all claims, suits or actions
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arising from the INVESTIGATOR'S acts which are libelous or slanderous, which result in
injury to persons or property, which violate a right of confidentiality, or which constitute
an infringement of any copyright,patent, trademark or trade name through use or
reproduction of material of any kind, or negligence.
4. Covenant Against Contingent Fees
The INVESTIGATOR warrants that no person or selling agent has been employed or
retained to solicit or secure this Agreement upon an agreement or understanding for a
commission, percentage, brokerage or contingent fee, excepting bona fide employees or
bona fide established agent maintained by the INVESTIGATOR for thepurpose of
securing business. The COUNTY shall have the right, in the event of breach of this clause
by the INVESTIGATOR, to annul this Agreement without liability or, in its discretion, to
deduct from the Agreement price or consideration or recover by other means the full
amount of such commission, percentage, brokerage or contingent fee.
5. Conflict Of Interest
The COUNTY may, by written notice to the INVESTIGATOR terminate this Agreement
if it is found after due notice and examination by the Agent that there is a violation of the
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Ethics in. Public Service Act, chapter 42.52 RCw; or any similar statute involving the
INVESTIGATOR. in the procurement of, or performance under, this Agreement.
In the event this Agreement is terminated as provided above, the COUNTY shall be entitled
to pursue the same remedies against the INVESTIGATOR as it could pursue in the event
of a breach of the Agreement by the INVESTIGATOR.. The rights and remedies of the
COUNTY provided for in this clause shall not be exclusive and are in addition to any other
rights and remedies provided by law. The existence of facts upon which the Agent makes
any determination under this clause shall be an issue and may be reviewed as provided in
the "Disputes" clause of this Agreement.
TREATMENT OF ASSETS
A. Title to all property furnished by the COUNTY shall remain in the COUNTY. Title to all
property :garnished by the INVESTIGATOR, for the cost of which the INVESTIGATOR
is entitled to be reimbursed as a direct item of cost under this Agreement, shall pass to and
vests in the COUNTY upon delivery of such property by the INVESTIGATOR.. Title to
other property, the cost of which is reimbursable to the INVESTIGATOR under this
Agreement, shall pass to and vest in the COUNTY upon:
i. Issuance for use of such property in the performance of this Agreement, or;
ii. Commencement of use of such property in the performance of this Agreement, or;
Reimbursement of the cost thereof by the COUNTY in whore or in part, whichever
first occurs.
B. Any property of the COUNTY furnished to the INVESTIGATOR. shall, unless otherwise
provided herein or approved by the COUNTY, be used only for the performance of this
.Agreement.
C. The INVESTIGATOR. shall be responsible for any loss or damage to property of the
COUNTY which results from the negligence of the INVESTIGATOR. or which results
from the failure on the part of the INVESTIGATOR. to maintain and administer that
property in accordance with sound management practices.
D. Upon loss or destruction of, or damage to, any County property, the INVESTIGATOR
shall notify the COUNTY thereof and shall take all reasonable steps to protect that property
from further damage.
E. The INVESTIGATOR. shall surrender to the COUNTY all property of the COUNTY prior
to settlement upon completion, termination or cancellation of this Agreement.
F. All reference to the INVESTIGATOR under this clause shall also include the
INVESTIGATOR'S employees, agents or Subcontractors.
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1. Non -Assignability
Neither this Agreement, nor any claim arising under this Agreement, shall be transferred
as assigned by the INVESTIGATOR.
2. Records Documents And Reports
The INVESTIGATOR shall maintain books, records, documents and other evidence of
accounting procedures and practices which sufficiently and properly reflect all direct and
indirect costs of any nature expended in the performance of this Agreement. These records
shall be subject at all reasonable times to *inspection, review, or audit by personnel duly
authorized by the COUNTY, the Office of the State Auditor, and federal officials so
authorized by law, rule, regulation, or Agreement. The INVESTIGATOR will retain all
books, records, documents, and other materials relevant to this Agreement for six (6) years
after settlement, a make them available for inspection by persons authorized under this
provision or pursuant to chapter 42.17 RCW.
3. Sdeguardina Of Information
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The use or disclosure by any party of any information concerning the COUNTY for any
purpose not directly connected with the administration of the COUNTY'S or the
RWESTIGATOR'S responsibilities with respect to service(s) provided under this contract
is prohibited except by prior written consent of the COUNTY.
4. Rights In Data
Unless otherwise provided, data which originates from this Agreement shall be "works for
hirell as defted by the U.S. Copyright Act of 1976 and shall be owned by the COUNTY.
Data shall include, but not be limited to, reports, documents, pamphlets, advertisements,
books, magazines, surveys, studies, computer programs, films, tapes, and/or sound
reproductions. Ownership 'includes the right of copyright, patent, register and the ability to
transfer these rights.
Data which is delivered under the Agreement, but which does not originate therefrom, shall
be transferred to the COUNTY with a nonexclusive, royalty free, irrevocable license to
publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so;
Provided that such license shall be limited to the extent which the INVESTIGATOR has a
right to grant such a license. The INVESTIGATOR shall exert all reasonable effort to
advise the COUNTY, at the time of delivery of data furnished under this Agreement, of all
known or potential invasions of privacy contained therein and of any portion of such
document which was not produced in the performance of this Agreement. The COUNTY
shall receive prompt written notice of each notice or claim of copyright infringement
received by the INVESTIGATOR with respect to any data delivered under this Agreement.
The COUNTY shall have the right to modify or remove any restrictive markings placed
upon the data by the INVESTIGATOR.
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5. Registration With Department Of Revenue
The INVESTIGATOR shall complete registration with the Department of Revenue,
General Admim'stration Building, Olympia, WA 98504, and be responsible for payment of
all taxes due on payments made under this Agreement.
6. Licensing Accreditation And Registration
The INVESTIGATOR shall comply with applicable local, state, and federal licensing,
accreditation and registration requirements/standards, necessary for the performance of this
Agreement. The INVESTIGATOR shall assure that the INVESTIGATOR and all the
INVESTIGATOR employees are fully licensed Private Investigators in the state of
Washington.
7. Liability Insurance,
Throughout the entire 'term of this Agreement the INVESTIGATOR shall obtain and
continuously maintain,, at the INVESTIGATORS sole cost and expense, a policy of
commercial liability 'insurance in an amount not less than Five Hundred Thousand and
No/100 Dollars ($500,000.00) per claim nor less than One Million and No/100 Dollars
($1,000,000.00) in the aggregate during the policy term. Said policy shall include coverage
as an additional insured for any other Investigator(s) acting for or on behalf of the
INVESTIGATOR in the performance of this Agreement. Said policy shall provide
professional liability insurance coverage for any errors and/or omissions by the
INVESTIGATOR during the course of performing legal services under this Agreement,
and shall further require that the insurance company provide the County with no less than
thirty (3 0) days prior vm* tten notice in the event the policy is cancelled or materially altered.
Said policy shall also comply with all applicable state of Washington insurance
requirements and shall be issued by an insurance company authorized to conduct business
and issue insurance M" the state of Washington. Contemporaneously with the
INVESTIGATORS execution of this Agreement, the INVESTIGATOR shall provide the
County and its designated Risk Manager (Administrative Services Coordinator) With
written proof and confirmation that such insurance policy and coverage has been obtained
and the INVESTIGATOR shall provide the Risk Manager with annual written, proof and
confirmation that such insurance policy and coverage continues to exist no later than by
January 15th of each year during the term of this Agreement.
8. Industrial Insurance Cover
Prior to performing work under this Agreement, the INVESTIGATOR shall provide or
purchase industrial insurance coverage for the INVESTIGATOR'S employees, as may be
required of an "employer" as defined in Title 51 RCW, and shall maintain full compliance
with Title 51 RCW during the course of this Agreement. Should the INVESTIGATOR fail
to secure industrial *insurance coverage or fail to pay premiums, as may be required under
Title 51 RCW, the COUNTY may deduct the amount of premiums and any penalties owing
from the amounts payable to the INVESTIGATOR under this Agreement and transmit the
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same to the Department of Labor and Industries, Division of Industrial Insurance. This
provision does not waive any right under RCW 51.12.050 to collect from the
INVESTIGATOR amounts paid by the COUNTY.
The COUNTY will not be responsible for payment of industrial insurance premiums or for
any other claim or benefit for this INVESTIGATOR, or any subcontractor or employee of
the INVESTIGATOR, which might arise under the industrial insurance laws during
performance of duties and service(s) under this Agreement. If the Washington State
Department of Labor and Industries, upon audit, determines that industrial insurance
payments are due and owing as a result of work performed -under this Agreement, those
payments shall be made by the INVESTIGATOR; the INVESTIGATOR shall indemnify
the COUNTY and guarantee payment of such amounts.
Industrial insurance coverage through the Department of Labor & Industries is optional for
sole proprietors, partners, corporate, officers and others, per, RCW 51.12.020.
9. Advance Payments Prohibited
No payments in. advance or in anticipation of service(s) or supplied to be provided under
this Agreement shall be made by the COUNTY,
10. Savings
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited
in any way after the effective date of this Agreement and prior to normal completion, the
COUNTY may terminate the Agreement under the "Termination for Convenience" clause,
without the five day notice requirement, subject to renegotiation under those new funding
limitations and conditions..
Limitation Of Authori
Only the COUNTY'S duly authorized officials shall have the express, implied or apparent
authority to alter, amend, modify, or waive any clause or condition of this Agreement.
Furthermore, any alteration, amendment, modification or waiver of any clause or condition
of this Agreement is not effective or binding unless made in writing and signed by the duly
authorized officials of the COUNTY.
12. Waiver Of Default
Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver
of breach of any provision of the Agreement shall not be deemed to be a waiver of any
other or subsequent breach and shall not be construed to be a modification of the terms of
the Agreement unless stated to be such in writing, signed by the Agent and attached to the
original Agreement.
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Any claim by the INVESTIGATOR for adjustment under this clause must be asserted
within thirty (3 0) days from the date of the INVESTIGATOR'S receipt of the notice of
such change; Provided, however, that the Agent may, upon determining that the facts
justify such action, receive and act upon such claim asserted at any time prior to final
payment under this Agreement. Failure to agree to any adjustment shall be a dispute
concerning a question of fact within the meaning of the clause of this Agreement entitled
"Disputes" However, nothing in this clause shall excuse the INVESTIGATOR from
proceeding with the Agreement as changed.
13. Termination For Default
By written notice the COUNTY may terminate the Agreement, in whole or in part, for
failure of the INVESTIGATOR to perform any of the provisions hereof. In such event the
INVESTIGATOR shall be liable for damages as authorized by law including, but not
limited to,, any cost difference between the original Agreement and the replacement or
cover Agreement and all administrative costs directly related to the replacement
Agreement, e.g., cost of the competitive bidding, mailing, advertising and staff time;
Provided, that if (i) it is determined for any reason the INVESTIGATOR was not in default,
or (ii) the INVESTIGATOR'S failure to perform is without the INVESTIGATOR'S and/or
subcontractor's control, fault or negligence, the termination shall be deemed to be a
Termination for Convenience,
14. Termination For Convenience
If either party terminates this Agreement pursuant to this paragraph, the INVESTIGATOR
will be obligated to complete all investigations in files assianed to the INVESTIGATOR
94.-1
at the time of the termination unless the parties mutually agree in writing to the transfer of
any assigned cases to another investigator.
15. Termination Procedure
Upon termination of this Agreement the COUNTY, in addition to any other rights provided
in this Agreement, may require the INVESTIGATOR to deliver to the COUNTY any
property specifically produced or acquired for the performance of such part of this
Agreement as has been terminated. The provisions of the "Treatment of Assets" clause
shall apply in such property transfer,
The COUNTY shall pay to the INVESTIGATOR the agreed upon price, if separately
stated, for completed work and service(s) accepted by the COUNTY, and the amount
agreed upon by the INVESTIGATOR and the COUNTY for (i) completed work and
service(s) for which no separate price is stated, (ii) partially completed work and service(s),
(iii) other property or services which are accepted by the COUNTY, and ( iv) the protection
and preservation of property, unless the termination is for default, M* which case the Agent
shall determine the extent of the liability of the COUNTY. Failure to agree with such
determination shall be a dispute within the meaning of the "Disputes" clause of this
Agreement. The COUNTY may withhold from any amounts due the INVESTIGATOR
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such sum as the Project Manager determines to be necessary to protect the COUNTY
against potential loss or liability.
The rights and remedies of the COUNTY provided in this section shall not be exclusive
and are in addition to any other rights and remedies provided by law or under this
Agreement.
After receipt of a notice of termination, and except as otherwise directed by the Project
Manager, the INVESTIGATOR shall:
a. Stop work under the Agreement on the date, and to the extent specified, in the
notice;
b. Place no further orders or subcontracts for materials, services, or facilities except
as may be necessary for completion of such portion of the work under the
Agreement as is not tenninated;
C. Assign to the COUNTY, in the manner, at the times, and to the extent directed by
the Agent, all of the rights, title, and interest of the INVESTIGATOR under the
orders and subcontracts so terminated, in which case the COUNTY has the right,
at its discretion, to settle or pay any or all claims arising out of the termination of
such orders and subcontracts.
d. Settle all outstanding liabilities and all claims arising out of such termination of
orders and subcontracts, with the approval or ratification of the Agent to the extent
the Project Manager may require, which approval or ratification shall be final for
all the purposes of this clause;
e. Transfer title to the COUNTY and deliver in the manner, at the times, and to the
extent directed by the Agent any property which, if the Agreement had been
completed, would have been required to be fin-nished to the COUNTY;
f. Complete performance of such part of the work as shall not have been terminated
by the Project Manager; and
9. Take such action as may be necessary, or as the Project Manager may direct, for
the protection and preservation of the property related to this Agreement which is
in the possession of the INVESTIGATOR and in which the COUNTY has or may
acquire an interest.
16. Governing Law
This Agreement shall be governed by the laws of the state of Washington. In the event of
a lawsuit involving this Agreement, venue shall be proper only in Grant County.
INVESTIGATOR, by execution of this Agreement, acknowledges the jurisdiction of the
courts of the state of Washington in this matter.
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17. Severability
If any provision of this Agreement or any provision of any document Incorporated by
reference shall be held invalid such invalidity shall not affect the other provisions of this
Agreement which can be given effect without the invalid provision, and to this end the
provisions of this Agreement are declared to be severable.
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GRANT COUNTY
DEPARTMENT OF PUBLIC DEFENSE
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Date: December 2, 2021
To: Board of County Commissioners
From: Brett Hill, Director
MR* Mwe
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W Sk
Attached please find a proposed Professional Services Agreement (PSA) with Investigator
Rachel Bos.
Ms. Bos has been a contract investigator for the Department of Public Defense. The current
contract expires on December 31, 2021.
BUDGET:
This PSA is a renewal of a current contractor. There is an increase as our PSA's are on a two
year cycle and there has not been an increase f6r contractors for the past two years. The
proposed PSA and the increase associated was contemplated and is included in the budget for
2022.
REQUEST ®F THE BOCC:
My request is that the BOCC approve and. sign the attached Professional Services
Agreement.
R C