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HomeMy WebLinkAboutAgreements/Contracts - Sheriff & JailK20-079 If CONTRACT THIS CONTRACT ("Contract"), entered into by and between GRANT COUNTY, duly organized and operating under and by virtue of the Constitution and the laws of the State of Washington ("County"), and Darrell Doolittle, owner/operator ("Contractor"). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: Work of Contract/Scope of Work. The requirements of this project, Grant County Sheriff's Office Vehicle Upfitting & Maintenance, are as follows: SCOPE: Grant County requires support in completing the installation and maintenance of Sheriff's Office vehicles. Contractor will: (1) Install and configure specialized Sheriff's Office equipment utilizing best practices: a. Supply wiring/hamess/connectors; b. Install aftermarket equipment designated by Sheriff's Office including but not limited to: Mobile radios, siren modules/controllers with external speakers, console, laptop stand, prisoner cage, prisoner seat, spot lights, emergency lighting system, printers, shot-gun/rifle rack, storage lockers, wireless modems (Cradlepoint), external antennas, low voltage cutoff system, PIT bumper & rail system; (2) Maintain installed equipment (except radio, radar, MDT, Cradlepoint and laptop equipment); (3) Remove specialized equipment after life of vehicle. Contractor agrees to solder and heat shrink all terminals; use Deutz AT, ATM or DT equivalent weatherproof connectors on all components located outside and are exposed to the elements; cover all wires to prevent chaffing and possible short circuits; fuse all circuits with appropriate rating; run oversize wire to reduce heat and wire fatigue; use high quality TXL wire with high melting point; use factory connectors to tie into vehicle wiring circuits; make sure all components are properly secured; and test all components to make sure they function properly. Contractor further agrees to record any valid serial number for components and return the vehicle to the County cleaned and vacuumed. The Contractor shall not use sub -contractors for the work done pursuant to this Contract without written permission from the County. The term "work" shall mean all work individually and/or collectively performed by the Contractor during the project. At the discretion of the Grant County Sheriff's Office, the Grant County Sheriff's Office will send overflow vehicles that the Contractor cannot service in a timely manner to a different contractor. Darrell Doolittle Grant County Sheriff's Vehicles Upfitting and Maintenance Contract - Page 1 of 7 I . Service Site. Contractor shall possess adequate facilities at their place of business to perform the specified work inside a controlled environment that provides shelter and security for vehicles while at their location. Contractor is available for travel when needed to do repairs and available for call out 24/7. 2. Duration and Termination. The Contract shall extend for five (5) years from the date the last party signs the contract. The Contract may be extended at the end of the five (5) years upon written agreement by both parties. Either party may terminate the Contract without cause and for any reason upon giving thirty (30) days' notice to the other party. 3. Schedule and Budget. COSTS: (1) Fees for Contractor services is $65 per hour unless quoted otherwise. (2) Quotes and estimates are free and available upon request. (3) Miscellaneous wiring, connectors, terminals up to 8 gauge wire, and shop suppliers are included into the labor rate. (4) Parts not provided and purchased for install are charged at cost to acquire from local or out of state vendors. (5) On full outfits, $600 is charged for custom vehicle wiring harness and LV Disconnect/Timer if not supplied with the vehicle. (6) Free car shuttling in Grant County, Washington. TYPICAL INSTALL COSTS: (1) Full outfit for a Dodge Charger typically takes 50 hours and costs $3250 plus parts and taxes. (2) Full outfit for a Ford Police Utility or Pickup typically takes 60 hours and costs $3900 plus parts and tax. (3) Full outfit for a K9 vehicle typically takes 70 hours and costs $4550 plus parts and tax. TYPICAL EQUIPMENT REMOVAL FOR SEDAN/SUV/PICKUP: Removal of equipment generally takes 10 to 12 hours to strip all the emergency vehicle equipment, and return the vehicle back to stock. BILLING STATEMENT: Contractor shall submit a billing statement and/or invoice to the County at the completion of each vehicle serviced. Such billing statement and/or invoice shall set out the nature of work performed, as well as the time and materials involved in such work or percentage of work completed as mutually agreed upon by the Contractor and the County. The County will pay such statement and/or invoice within thirty (30) days of receipt. Darrell Doolittle Grant County Sheriff's Vehicles Upfitting and Maintenance Contract - Page 2 of 7 4. Insurance. The Contractor shall procure within ten (10) business days after final signatures are obtained for the Contract, and maintain for the duration of this contract, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. The Contractor shall provide a Certification of Insurance evidencing: a Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and propertydamage; and b. Commercial General Liabilityinsurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $1,000,000 aggregate for personal injury, bodily injury and property damage. c. Worker's Compensation insurance at the limits established by the State of Washington. Any payment of deductible or self-insured retention shall be the sole responsibility of the Contractor. The County shall be named as an additional insured on the insurance policy, as respects work performed by or on behalf of the Contractor and a copy of the endorsement naming the county as additional insured shall be attached to the Certificate of Insurance. The Contractor's insurance shall be primary insurance with respect the County and the County shall be given thirty (30) days prior written notice of any cancellation, suspension or material change in coverage. 5. Indemnification. The Contractor shall defend, indemnify and hold harmless the County, its officers and employees from all claims, demands, damages, costs, expenses, judgments, attorney fees, liabilities or other losses that may be asserted by any person or entity, and that arise out of or are made in connection with the acts or omissions relating to the performance of any duty, obligation, or work hereunder. The obligation to indemnify shall be effective and shall extend to all such claims and losses, in their entirety, even when such claims or losses arise from the comparative negligence of the County, its officers and employees. However, this indemnity will not extend to any claims or losses arising out of the sole negligence or willful misconduct of the County, its officers and employees. The preceding paragraph applies to any theory of recovery relating to said act or omission, by the Contractor, or its agents, employees, or other independent contractors directly responsible to Contractor including, but not limited to the following: a. Violation of statute, ordinance, or regulation; b. Willful, intentional or other wrongful acts, or failures to act; c. Negligence or recklessness; d. Furnishing of defective or dangerous products; e. Premises liability; f. Strict Liability; g. Violation of civil rights; and/or h. Violation of any federal or state statute, regulation, or ruling resulting in a determination by the Internal Revenue Service, Washington State Board of Tax Appeals or any other Washington public entity responsible for collecting payroll taxes, when the agency/firm is not an independent contractor. Darrell Doolittle Grant County Sheriff's Vehicles Upfitting and Maintenance Contract - Page 3 of 7 It is the intent of the parties to provide the County the fullest indemnification, defense, and "hold harmless" rights allowed under the law. If any word(s) contained within the contract are deemed by a court to be in contravention of applicable law, said word(s) shall be severed from the contract and the remaining language shall be given full force. 6. Payments Withheld. The County may withhold or, on account of subsequently discovered evidence, nullify the whole or part of any payment to such extent as may be necessary to protect the County from loss or damage for reasons including but not limited to: • Work not in accordance with the Contract; • Reasonable evidence that the work required by the Contract cannot be completed for the unpaid balance of the contract sum; • Work by the County to correct defective work or complete the work; • Failure by the Contractor to perform in accordance with the Contract; or • Cost or liability that may occur to the County as the result of Contractor's fault or negligent acts or omissions. PROVIDED: In any case where part or all of a payment is going to be withheld for unsatisfactory performance, the County shall notify Contractor in accordance with RCW 39.76.011(b). 7. Authority of County. If the Contractor fails to perform the work according to requirements of the Contract, the County shall provide written notice of the deficiency to the Contractor and Contractor shall have seven days to correct the deficiency in the work. If the Contractor fails to correct the deficiency in the work within the seven day period or to take and continue all appropriate steps to initiate the corrections in the event corrections cannot be reasonably completed in the seven day period, the County may, without prejudice to other remedies, (a) use County forces, other contractors, or other means to make good the Contractor's deficiency and (b) deduct from the Contractor's payments the cost of such effort. 8. Warranty of Construction. In addition to any special warranties provided elsewhere in the Contract and/or companion or applicable documents, the Contractor warrants that all work conforms to the requirements of the Contract and is free of any defect in equipment, material, or design furnished, or workmanship performed by Contractor. With respect to all warranties, express or implied, for work performed or materials furnished according to the Contract, and/or companion or applicable documents, the Contractor shall: • Obtain all warranties that would be given in normal commercial practice; • Require all warranties to be executed, in writing, for the benefit of the County; and • Enforce all warranties for the benefit of the County, if directed by the County, including any subcontractor's, manufacturers, or supplier's warranty that extends beyond the period specified in the Contract. • The obligations under this Section shall survive completion. 9. Successors and Assigns. The County and Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the other party hereto and to partners, Darrell Doolittle Grant County Sheriff's Vehicles Upfitting and Maintenance Contract - Page 4 of 7 successors, assigns and legal representatives of such other party in respect to covenants, agreements, and obligations contained in the Contract. Neither party shall assign the work without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations set forth in the Contract. 10. No Agency Relationship. Neither the Contract, nor any agreement implied therefrom, constitutes the Contractor as an agent or legal representative of the County for any purpose whatsoever, and the relationship of the Contractor to the County by reason of the Contract Document shall be that of an independent contractor. The Contractor is not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name ofthe County or to bind the County in any manner or thing whatsoever. 11. Survival. In the event any clause or provision of this Contract shall be held to be invalid, then the remaining clauses and provisions shall nevertheless be and remain in full force and effect. 12. Entire Agreement. The Contract embodies the entire agreement between the parties, all other agreements, oral or written, are hereby merged into and superseded by the Contract. There are no other agreements which modify or affect the terms hereof. No amendment hereto shall be binding unless the terms thereof are in writing signed by both parties. Time is of the essence. No verbal or other agreements modify or affect the Contract. 13. Explanation of Documents. The Contract been fully reviewed by the Contractor. The Contractor has had the opportunity to consult with legal counsel as to the legal effect of the Contract. 14. Notices. All notices which maybe required pursuant to the terms hereof are to be in writing and delivered personally to the party to receive the same or mailed by regular mail, postage prepaid to the address specified adjacent to the parties' signatures. All notices shall be deemed served upon delivery thereof or three (3) days following deposit of the notice in the U.S. mails as required herein. 15. Headings, Construction. The headings of the sections and paragraphs are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof. In construing the parties' intent with regard to this contract, no greater or stricter construction of any term or provision hereof shall be asserted against the County as drafter. 16. Disputes, Attorneys' Fees. In any controversy, claim or dispute arising out of, or relating to, this contract or the method and manner of performance thereof or the breach thereof, the prevailing party shall be entitled to be awarded its reasonable attorney's fees in addition to such Darrell Doolittle Grant County Sheriff's Vehicles Upfitting and Maintenance Contract - Page 5 of 7 other damages as are appropriate. If neither party wholly prevails, the party that substantially prevails, shall be awarded its reasonable attorneys' fees as litigation expenses. For the purposes of this provision, the terms "proceeding" and "litigation" shall include arbitration, administrative, bankruptcy, and judicial proceedings, including appeals therefrom. For purposes of this contract, the actual attorneys' fees incurred shall be deemed "reasonable". 17. Governing Law, Venue. The performance and interpretation of the Contract Document shall be governed and interpreted in accordance with the laws of the State of Washington. Any litigation arising out of or in connection with this Contract shall be conducted in Grant County, Washington. Darrell Doolittle Grant County Sheriff's Vehicles Upfitting and Maintenance Contract - Page 6 of 7 Dated the of 2020. CONTRACTOR: Darrell Doolittle Bv: Darrell Doolittle Owner/Operator UBI No. 602-690-142 Dated the 6>� (� of 52020. BOARD OF COUNTY COMMISSIONERS G TUC NT , WAS INGTON To lor, Vice Cha Nor R' and tevens, Cember ATTEST: Barbard J. asquez Clerk he Board Approved as to form: By Kevin McCrae Deputy Prosecuting Attorney Date: Darrell Doolittle Grant County Sheriff's Vehicles Upfitting and Maintenance Contract - Page 7 of 7