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HomeMy WebLinkAboutCONSENT WinCams Department of Public Works O Consent Agenda Page 1 of 1 Jefferson County Board of Commissioners Agenda Request To: Board of Commissioners Josh Peters, County Administrator From: Eric Kuzma, Public Works Director Agenda Date: April 20,2026 Subject: WinCAMS Maintenance and System Services Contract Statement of Issue: A 5-Year maintenance and system services contract for the WinCAMS accounting software used by Public Works and Central Services. Analysis/Strategic Goals/Pro's & Con's: WinCAMS is a cost-effective accounting software system that has been used by Public Works since 2015. It is also replaced the obsolete stand-alone Fleet Management software in 2015. This system is used by a majority of the county public works departments in Washington state and by many counties and cities in California, Oregon, and Washington (including some very large ones) for the simple reason that it does what other much more expensive accounting systems are not able to do. The customer service is excellent with calls often answered by the company president who has been with WinCAMS for 30 years. Fiscal Impact/Cost Benefit Analysis: The 2026 contract cost is $24,323. There is a 5% annual escalator; however, there is also the possibility of lowering the cost in future years by dropping some modules that we are considering no longer using. The County is under no obligation to commit to the full 5-year term and may opt out at any time with no financial penalty or obligations. Recommendation: Please approve the attached contract and return to Public Works for further processing. Department Contact: Monte Reinders, County Engineer Fleet/Roads Operations Manager x242 Reviewed By: (21r:A Pige .1-1J Josh Peters, County Administrator Date CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE'ON THE NEXT PAGE) CONTRACT WITH: WinCAMS-Cascade Contract No:§ 0/10,4" 6p Contract For: WinCAMS accounting software Term: 5 Years COUNTY DEPARTMENT: Public Works Contact Person: Monte Reinders,"Head Rancher" Contact Phone: 360-385-9242 Contact email: mreinders@co.ieferson.wa.us AMOUNT: $125,000 over 5 years(approx.) PROCESS. — Exempt from Bid Process Revenue: Cooperative Purchase Expenditure: _ Competitive Sealed Bid Matching Funds Required: Small Works Roster Sources(s) of Matching Funds — Vendor List Bid Fund# RFP or RFQ Munis Org/Obj ✓ Other: Ongoing support of product APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPT R 42.23 RCW. CERTIFIED: fl N/A:L ► Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. ----‘1-1-70 CERTIFIED: ❑� N/A: ri Signature Date STEP ": RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche): Electronically approved by Risk Management on 4/6/2026. STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche): Electronically approved as to form by PAO on 4/3/2026. reviewed and approved on 04-03-2026 by JBL STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL 1 AGREEMENT for MAINTENANCE AND SYSTEM SERVICES for WinCAMS - COST ACCOUNTING MANAGEMENT SYSTEM THIS AGREEMENT, entered into on the date below, is between Jefferson County, a political subdivision of the State of Washington, herein referred to as "COUNTY", having its principal office at 623 Sheridan Street, Port Townsend, Washington, 98368, and Cascade Software Systems, LLC, hereinafter referred to as "CONTRACTOR", having its principal place of business at 132 E Broadway, Suite 800, Eugene, OR, 97402. WHEREAS COUNTY desires to engage CONTRACTOR to provide both Accounting Software Maintenance and System Support Services by reason of CONTRACTOR's qualifications, experience, and facilities for doing the type of work herein contemplated; and CONTRACTOR has offered to provide the required Accounting Software and Support System Services on the terms set forth herein. NOW, THEREFORE, COUNTY and CONTRACTOR, for good and valuable consideration, and in consideration of the premises and representations set forth herein, do hereby enter into this Agreement, which specifies the terms and conditions by which COUNTY shall procure services from CONTRACTOR for support of the COUNTY Cost Accounting Management System (WinCAMS). Section 1 — DEFINITIONS 1.1 "WinCAMS" shall mean the Cost Accounting Management System developed by the CONTRACTOR for the COUNTY of Jefferson a political subdivision of the State of Washington. 1.2 "Confidential Information" shall mean private information of COUNTY personnel files or other files which if disclosed to a third party could result in a compromise of the interests of the COUNTY or its personnel. 1.3 "CONTRACTOR" shall mean Cascade Software Systems, Inc. 1.4 "COUNTY" shall mean the County of Jefferson. 1.5 "Minor Problem" shall mean any programming defect, error, failure, bug, any other malfunction in WinCAMS or any training problem that prevents it from operating in conformance with original System Specifications and which, if not corrected within thirty (30) working days, will cause COUNTY to incur additional costs or work not previously anticipated. 1.6 "Major Problem" shall mean any programming defect, error, failure, bug, any other malfunction in WinCAMS or any training problem that prevents it from operating in conformance with original System Specifications and which, if not corrected within forty-eight (48) hours, excluding weekends and holidays, will cause COUNTY to incur additional costs or work not previously anticipated. Section 2 — SCOPE OF WORK 2.1 Nature of Work The work covered by this Agreement includes, but is not limited to, technical systems analysis, program development, preparation, unit and systems testing, data communications, project consultation, documentation, training, and status reporting for WinCAMS. 2.2 WinCAMS Maintenance CONTRACTOR shall provide WinCAMS Maintenance as follows: 2.2.1 Introduction CONTRACTOR will maintain the now current version of WinCAMS plus any and all CONTRACTOR revisions and modifications implemented with prior COUNTY approval. During the term of this Agreement, CONTRACTOR will correct any programming or design defects, errors, failures, bugs, and any and all other malfunctions or any training problems in WinCAMS that prevents it from operating in conformance with the original System Specifications or with COUNTY-requested and CONTRACTOR-implemented modifications or changes. 2.2.2 Notification and Determination of Problem Magnitude COUNTY will notify CONTRACTOR of any problem with WinCAMS that prevents it from performing accordant to original or modified System Specifications. Any written notice from COUNTY Project Manager or designee, including but not limited to email shall serve as such notification. CONTRACTOR is to provide telephone response to such notification within forty-eight (48) hours. During CONTRACTOR telephone response, COUNTY Project Manager or designee, in consultation with CONTRACTOR, shall determine the magnitude of the problem and whether it falls under Subsection 1.5 ("Minor Problem") or 1.6 ("Major Problem"). 2.2.3 Performance Effort for Minor and Major Problem CONTRACTOR will provide a resolution plan within forty-eight (48) hours, excluding weekends and holidays, of determination of problem magnitude. Resolution plan shall include CONTRACTOR's estimate of when and how problem will be resolved. If COUNTY Project Manager or designee agrees with CONTRACTOR's resolution plan, COUNTY Project Manager or designee shall provide written notice to CONTRACTOR of acceptance of resolution plan. Resolution plan shall provide for CONTRACTOR to remedy Minor Problem within thirty (30) days and major problems within forty-eight (48) hours. 2.3 WinCAMS System Services CONTRACTOR shall provide WinCAMS System Services, including program additions, modifications or other changes, as requested by COUNTY. All changes not covered by maintenance fee, and for which CONTRACTOR intends to invoice, must be preapproved in writing by COUNTY prior to commencement of work. All requests by COUNTY shall be in writing and shall define CONTRACTOR services requested. Such service may include additional accounting function, software removal, and description and document any and all CONTRACTOR installed improvements in WinCAMS. All services for which CONTRACTOR intends to invoice shall be set forth in writing, with detailed itemization of proposal for services, and submitted to COUNTY for preapproval. If additional accounting function or software removal is required for a modification or change requested by COUNTY, COUNTY and CONTRACTOR shall mutually agree in writing, prior to commencement of changes, on a schedule and cost of such services, including any annual maintenance costs resulting from such services. 2.4 Telephone Support COUNTY may obtain telephone consultation covering the use of WinCAMS during normal business hours (8:00 a.m. - 5:00 p.m. PST) of CONTRACTOR. Section 3 — AMENDMENTS AND MODIFICATIONS Any changes to this Agreement requested either by COUNTY or CONTRACTOR may be enacted if mutually agreed upon in writing by COUNTY and CONTRACTOR's Representative. Section 4 — PAYMENTS 4.1 WinCAMS Maintenance Commencing on January 1, 2026, and annually thereafter if Agreement is validly extended, COUNTY shall pay to CONTRACTOR an annual Maintenance fee of: $24,323.58 for the period 1/1/26 N 12/31/26 subject to COUNTY approving a valid annual invoice from CONTRACTOR. The annual fee for subsequent years maintenance will increase by 5% each year, notwithstanding any additions or deletions in scope of services negotiated and mutually agreed upon in writing by COUNTY and CONTRACTOR. 4.2 WinCAMS Systems Services Contractor shall provide a quote for all services requested by COUNTY that are not included in annual maintenance and no work shall be done until said quote has been approved in writing. If the requested services are approved, payment will be made upon receipt of valid invoice specifying the services provided, dates of services, labor hours required, and the rate per labor hour. System Services invoices shall be reviewed and approved by the designated Project Manager. System services shall be billed in accordance with the following agreed upon rates. Upon renewal of this contract, system service rates may be adjusted annually with written notice from CONTRACTOR, not to exceed 5% per year. Service Rate Per Programming $170.00 Hour SQL/DBA/Project Mgmt $185.00 Hour Onsite $200.00 Hour 4.3 CONTRACTOR Expenses COUNTY shall pay CONTRACTOR, subject to prior COUNTY approval, reasonable travel expenses for trips to COUNTY's location. 4.4 Invoices and Prompt Payment Due Payment will be made to CONTRACTOR within thirty (30) days after COUNTY receipt of valid annual invoice for WinCAMS Maintenance or System Services. Section 5 — PROJECT MANAGEMENT AND REPORTING COUNTY and CONTRACTOR Project Managers Upon execution of this Agreement, COUNTY appoints Monte Reinders as the COUNTY's Project Manager. CONTRACTOR appoints Ayren Spinner as the CONTRACTOR's Project Manager. Section 6 — TERM AND TERMINATION 6.1 This Agreement shall cover the time period beginning on January 1, 2026 and extending through December 31, 3030. Thereafter, this agreement may be renewed annually on the anniversary date of this Agreement so long as the parties have conferred and agreed in writing to the renewal of the contract prior to the termination date. CONTRACTOR will submit a written renewal notice to COUNTY with proposed updated Rates for Subsection 4.1 "CAMS Maintenance" not later than 60 days prior to the anniversary date. Failure to provide proposed updated rates for negotiation with the Notice of Renewal shall constitute waiver of rate increase for any renewed agreement. 6.2 Either party may terminate this Agreement upon the occurrence of a material breach hereof by the other party, which material breach has not been cured by the breaching party within thirty (30) calendar days after receipt of written notice thereof from the other party. 6.3 This agreement may be terminated by either party at any time and for any reason with one hundred eighty (180) days written notice of termination provided to the other party. 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. Section 7 — INDEMNIFICATION AND LIABILITY 7.1 If any claim is asserted or action or proceeding is brought against the COUNTY which alleges that all or any part of WinCAMS Maintenance and WinCAMS System Services made or supplied by CONTRACTOR, for the COUNTY's use thereof, infringes or misappropriates any United States copyright or patent, or any trade secret, contract license, grant or other proprietary right, the COUNTY shall give CONTRACTOR prompt written notice thereof. CONTRACTOR shall defend any such claim or action with counsel of the COUNTY's choice and at CONTRACTOR's expense and shall indemnify the COUNTY for any costs, including reasonable attorney's fees, and damages actually incurred by the COUNTY in connection therewith. 7.2 CONTRACTOR shall hold harmless from and indemnify the COUNTY, its elected and appointed officials, employees, and agents, against all claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees by reason of damage to any property of any person or party and/or any death, injury or disability to or of any person or party, including any employee, arising out of or suffered, directly or indirectly, by reason of or in connection with the performance of this Agreement or any act, error or omission of the CONTRACTOR, its employees agents, or subcontractors, whether by negligence or otherwise. Provided, that if the claims for damages arise out of bodily injury to persons or damage to property and caused by or result from the concurrent negligence: (1) of the COUNTY and its elected or appointed officials, employees, or agents, and (2) the CONTRATOR and its agents, employees, or subcontractors, the hold harmless and indemnity provisions of this Agreement shall be valid and enforceable only to the extent of the negligence of the CONTRACTOR, its agents employees, or subcontractors. The CONTRACTOR's obligation shall include, but not be limited to, investigating, adjusting and defending all claims alleging loss from action, error, or omission or breach of any common law, statutory or other delegated duty by the CONTRACTOR, its employees, agents, or subcontractors. Section 8 — INSURANCE 8.1 CONTRACTOR, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement: 8.2 Comprehensive General Liability Insurance policy (the "Policy") in the face insurable amount of no less than two million dollars ($2,000,000.00), covering any and all possible insurable claims which can or may arise from this Agreement, including, but not limited to infringements and trade secret claims, breach of warranty claims, breach of contract claims, third-party claims, inability to perform and force majeure, bodily injury, accidental death and property damage and similar matters and may be in the form of a combined single limit policy. Section 9 — SECURITY COMPLIANCE 9.1 CONTRACTOR shall not disclose or use any COUNTY Confidential Information provided by COUNTY except as required in and by the terms of this Agreement. CONTRACTOR shall safeguard any COUNTY property used during the duration of this agreement. 9.2 CONTRACTOR and COUNTY shall take all reasonable precautions to prevent such disclosure or use of any such Confidential Information. 9.3 Within seven (7) days of expiration or termination of this Agreement, as provided herein, CONTRACTOR shall return to the COUNTY at the address given, all Confidential Information, or property, embodied in written, magnetic or other form and any other property belonging to the COUNTY. 9.4 CONTRACTOR warrants that WinCAMS does not contain any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter any computer program, firmware, or hardware or which could, in any manner, reveal damage, destroy, or alter any data or other information accessed through or processed by WinCAMS in any manner. CONTRACTOR shall immediately advise the COUNTY, in writing, upon reasonable suspicion or actual knowledge that WinCAMS may result in the harm described above. CONTRACTOR shall indemnify and hold the COUNTY harmless from any damage resulting from the harm described above. 9.5 Without limiting any other provision to the Agreement, CONTRACTOR warrants that WinCAMS does not contain and will not introduce via modem or otherwise any code, date block, time-bomb, Trojan horse, encrypted software keys, back door, or remote disabling function that may restrict the COUNTY's use of or access to WinCAMS or related data or equipment. CONTRACTOR understands and agrees that the COUNTY's inability to use WinCAMS or its related data or equipment will cause substantial injury or harm to the public health or safety or grave harm to the public interest substantially affecting third persons. No limitation of liability, whether contractual or statutory, shall apply to a breach of this warranty. Section 10 — ENTIRE AGREEMENT This agreement constitutes the entire understanding of the parties hereto and supersedes any and all prior or contemporaneous representations or agreements, whether written or oral, between the parties, and cannot be changed or modified unless in writing and signed by all parties hereto. Any prior agreements between the parties are terminated upon ratification of this agreement. Section 11 — ENFORCEMENT This Agreement shall be interpreted and construed in accordance with the laws of the State of Washington and all clauses, including "Whereas" and "Definitions", shall be given operative effect. Section 12 — INDEPENDENT CONTRACTOR 12.1 In performance of the work, duties, and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of CONTRACTOR'S officers, agents, and employees, is and will act at all times as an Independent Contractor and not as an agent, employee or servant of the County. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in this Agreement. 12.2 The Contractor shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent or representative of the Contractor shall be or deem to be or act or purport to act as an employee, agent or representative of the County. Section 13 — CONTROLLING LAW It is understood and agreed that this Agreement is entered into in the State of Washington. This Agreement shall be governed by and construed in accordance with the laws of the United States, the State of Washington and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County, Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Agreement. Section 14 — LITIGATION/JURISDICTION/VENUE Should either party bring any legal action, each party in such action shall bear the cost of its own attorney's fees and court costs. The venue for any legal action shall be solely in the appropriate state court in Jefferson County, Washington, subject to the venue provisions for actions against counties in RCW 36.01.050. Section 15 — PUBLIC RECORDS ACT Notwithstanding any provisions of this Agreement to the contrary, to the extent any record, including any electronic, audio, paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW (as may be amended), the Contractor agrees to maintain all records constituting public records and to produce or assist the County in producing such records, within the time frames and parameters set forth in state law. The Contractor also agrees that upon receipt of any written public record request, the Contractor shall, within two business days, notify the County by providing a copy of the request per the notice provisions of this Agreement. Section 16 — WAIVER No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have so waived or consented. Failure of either party to enforce at any time, or from time-to-time, any provision of this Agreement shall not be construed as a waiver thereof. Section 17 — SEVERABILITY If any part of this Agreement is found violative of any law or is found to be otherwise legally defective, this Agreement shall be construed and interpreted without reference to any such part. [Signatures on following page] IN WITNESS WHEREOF, the Contractor has executed this instrument on the day and year first below written, and the Board of County Commissioners has caused this instrument to be executed by and in the name of said County of Jefferson the day and year first above written. Executed by the Contractor 44w'i/ 4., 2026 Cascade Software, LLC. By: � Zd n Spinner, President ate State of Washington, Contractor Registration Number JEFFERSON COUNTY WASHINGTON BOARD OF COUNTY COMMISSIONERS Heather Dudley-Nollette, District 1 Heidi Eisenhour, District 2 Greg Brotherton, District 3 Approved as to form only: ----'�'"b4-03-2026 J iah Luther Date eputy Prosecuting Attorney is 11,1 Eric Kuzma, Date Public Works Director SERVICE AGREEMENT FOR FLEET,PUBLIC WORKS AND FACILITIES SOFTWARE THIS AGREEMENT, entered into on the date below, is between Jefferson County, a political subdivision of the State of Washington, herein referred to as "COUNTY", having its principal office at 623 Sheridan Steeet, Port Townsend, Washington, 98368, and Valsoft Corporation Inc. (dba Cascade Software Systems), a Quebec corporation, hereinafter referred to as "CONTRACTOR", having its principal place of business at 7405 Transcanada Highway, Suite 100, Montreal,Quebec, H4T 1Z2. WHEREAS, COUNTY desires to engage CONTRACTOR to provide both Accounting Software Maintenance and System Support Services by reason of CONTRACTOR's qualifications, experience, and facilities for doing the type of work herein contemplated; and CONTRACTOR has offered to provide the required Accounting Software and Support System Services on the terms set forth herein. NOW, THEREFORE, COUNTY and CONTRACTOR, for good and valuable consideration, and in consideration of the premises and representations set forth herein, do hereby enter into this Agreement, which specifies the terms and conditions by which COUNTY shall procure services from CONTRACTOR for support of the COUNTY Cost Accounting Management System(WinCAMS). Section 1 —DEFINITIONS 1.1. "WinCAMS" shall mean the Cost Accounting Management System developed by the CONTRACTOR for the COUNTY of Jefferson a political subdivision of the State of Washington. 1.2 "Confidential Information" shall mean private information of COUNTY personnel files or other files which if disclosed to a third party could result in a compromise of the interests of the COUNTY or its personnel. 1.3 "CONTRACTOR" shall mean Cascade Software Systems, Inc. 1.4 "COUNTY" shall mean the County of Jefferson. 1.5 "Minor Problem" shall mean any programming defect, error, failure, bug, any other malfunction in WinCAMS or any training problem that prevents it from operating in conformance with original System Specifications and which, if not corrected within thirty (30) working days, will cause COUNTY to incur additional costs or work not previously anticipated. 1.6 "Major Problem" shall mean any programming defect, error, failure, bug, any other malfunction in WinCAMS or any training problem that prevents it from operating in conformance with original System Specifications and which, if not corrected within forty-eight (48) hours, excluding weekends and holidays,will cause COUNTY to incur additional costs or work not previously anticipated. Section 2-SCOPE OF WORK 2.1 Nature of Work The work covered by this Agreement includes, but is not limited to, technical systems analysis, program development, preparation, unit and systems testing, data communications, project consultation, documentation,training, and status reporting for WinCAMS. 2.2 WinCAMS Maintenance CONTRACTOR shall provide WinCAMS Maintenance as follows: 2.2.1 Introduction CONTRACTOR will maintain the now current version of WinCAMS plus any and all CONTRACTOR revisions and modifications implemented with prior COUNTY approval. During the term of this Agreement, CONTRACTOR will correct any programming or design defects, errors, failures, • s bugs, and any and all other malfunctions or any training problems in WinCAMS that prevents it from operating in conformance with the original System Specifications or with COUNTY-requested and CONTRACTOR-implemented modifications or changes. 2.2.2 Notification and Determination of Problem Magnitude COUNTY will notify CONTRACTOR of any problem with WinCAMS that prevents it from performing accordant to original or modified System Specifications. Any written notice from COUNTY Project Manager or designee, including but not limited to email, shall serve as such notification. CONTRACTOR is to provide telephone response to such notification within forty-eight (48) hours. During CONTRACTOR telephone response, COUNTY Project Manager or designee, in consultation with CONTRACTOR, shall determine the magnitude of the problem and whether it falls under Subsection 1.5 ("Minor Problem")or 1.6("Major Problem"). 2.2.3 Performance Effort for Minor and Major Problem CONTRACTOR will provide a resolution plan within forty-eight(48) hours, excluding weekends and holidays, of determination of problem magnitude. Resolution plan shall include CONTRACTOR's estimate of when and how problem will be resolved. If COUNTY Project Manager or designee agrees with CONTRACTOR's resolution plan, COUNTY Project Manager or designee shall provide written notice to CONTRACTOR of acceptance of resolution plan. Resolution plan shall provide for CONTRACTOR to remedy Minor Problem within thirty(30) days and major problems within forty-eight (48)hours. 2.3 WinCAMS System Services CONTRACTOR shall provide WinCAMS System Services, including program additions, modifications or other changes, as requested by COUNTY. All changes not covered by maintenance fee, and for which CONTRACTOR intends to invoice, must be preapproved in writing by COUNTY prior to commencement of work. All requests by COUNTY shall be in writing and shall define CONTRACTOR services requested. Such services may include additional accounting functions, software removal, and description and document any and all CONTRACTOR installed improvements in WinCAMS. All services for which CONTRACTOR intends to invoice shall be set forth in writing, with detailed itemization of proposal for services, and submitted to COUNTY for preapproval. If additional accounting function or software removal is required for a modification or change requested by COUNTY, COUNTY and CONTRACTOR shall mutually agree in writing, prior to commencement of changes, on a schedule and cost of such services, including any annual maintenance costs resulting from such services. 2.4 Telephone Support COUNTY may obtain telephone consultation covering the use of WinCAMS during normal business hours(8:00 a.m. - 5:00 p.m. PST)of CONTRACTOR. Section 3-AMENDMENTS AND MODIFICATIONS Any changes to this Agreement requested either by COUNTY or CONTRACTOR may be effected if mutually agreed upon in writing by COUNTY and CONTRACTOR's Representative. Contractor recognizes that because County is a governmental body, certain changes must be approved by the Jefferson County Board of County Commissioners and that the County Project Manager named in this Agreement may not have authority to approve every Amendment or Modification. Section 4-PAYMENTS 4.1 WinCAMS Maintenance Commencing on January 1, 2021, and annually thereafter if Agreement is validly extended, COUNTY shall pay to CONTRACTOR an annual Maintenance fee of $16,605.00 for the period 1/1/21 — 12/31/21 for desktop WinCAMS AND $1,600.00 for the period 1/1/21 — 12/31/21 for WinCAMS Mobile Timecards subject to COUNTY approving a valid annual invoice from CONTRACTOR. The annual fee for subsequent years may be adjusted annually in January and any increase shall not exceed the annual consumer price index for workers (CPI-W)or 5%,whichever is less. As used herein, Consumer Price Index for workers (CPI-W) shall mean and refer to that table in the Consumer Price Index published by the United States Department of Labor, Bureau of Labor Statistics. If such Index referred to above shall be discontinued, then any successor Consumer Price Index of the United States Bureau of Labor Statistics, or successor agency thereto, shall be used, and if there is no successor Consumer Price Index, the parties hereto shall authorize COUNTY'S attorney to designate a substitute Index or formula. 4.2 WinCAMS Systems Services COUNTY shall pay CONTRACTOR the annual maximum not-to-exceed amount of up to $25,000.00 for all maintenance services performed under this Agreement. Contractor shall provide a quote for all services requested by COUNTY that are not included in annual maintenance and no work shall be done until said quote has been approved in writing. If the requested services are approved, payment will be made upon receipt of valid invoice specifying the services provided, dates of services, labor hours required, and the rate per labor hour. System Services invoices shall be reviewed and approved by the designated Project Manager. System services shall be billed in accordance with the following agreed upon rates. Upon renewal of this contract, system service rates may be adjusted annually with written notice from CONTRACTOR, not to exceed 5% per year. Service Rate Per Programming $160.00 Hour SQL/DBA/Project Mgmt $175.00 Hour Onsite $180.00 Hour 4.3 CONTRACTOR Expenses COUNTY shall pay CONTRACTOR, subject to prior COUNTY approval, reasonable travel expenses for trips to COUNTY's location. 4.4 Invoices and Prompt Payment Due Payment will be made to CONTRACTOR within thirty(30)days after COUNTY receipt of valid annual invoice for WinCAMS Maintenance or System Services. Section 5-PROJECT MANAGEMENT AND REPORTING 5.1 COUNTY and CONTRACTOR Project Managers Upon execution of this Agreement, COUNTY appoints Matt Stewart as the COUNTY's Project Manager. CONTRACTOR appoints Ayren Spinner as the CONTRACTOR's Project Manager. Section 6-TERM AND TERMINATION 6.1. This Agreement shall commence on the date first written above and shall continue for five years thereafter. Thereafter,this agreement may be renewed annually on the anniversary date of this Agreement so long as the parties have conferred and agreed in writing to the renewal of the contract prior to the termination date. CONTRACTOR will submit a written renewal notice to COUNTY with proposed updated Rates for Subsection 4.1 "CAMS Maintenance" not later than 60 days prior to the anniversary date. Failure to provide proposed updated rates for negotiation with the Notice of Renewal shall constitute waiver of rate increase for any renewed agreement. 6.2 Either party may terminate this Agreement upon the occurrence of a material breach hereof by the other party, which material breach has not been cured by the breaching party within thirty (30) calendar days after receipt of written notice thereof from the other party. 6.3 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 best interest of the COUNTY. Whenever the contract is terminated in accordance with this paragraph,the CONTRACTOR shall be entitled to payment for actual work performed at unit contract prices for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the COUNTY at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the COUNTY. 6.4 This agreement may be terminated by either party at any time and for any reason with one-hundred- eighty(180)days written notice of termination provided to the other party. Section 7 INDEMNIFICATION AND LIABILITY 7.1 If any claim is asserted or action or proceeding is brought against the COUNTY which alleges that all or any part of WinCAMS Maintenance and WinCAMS System Services made or supplied by CONTRACTOR, for the COUNTY's use thereof, infringes or misappropriates any United States copyright or patent, or any trade secret, contract, license, grant or other proprietary right, the COUNTY shall give CONTRACTOR prompt written notice thereof. CONTRACTOR shall defend any such claim or action with counsel of the COUNTY's choice and at CONTRACTOR's expense and shall indemnify the COUNTY for any costs, including reasonable attorney's fees, and damages actually incurred by the COUNTY in connection therewith. 7.2 CONTRACTOR shall hold harmless from and indemnify the COUNTY, its elected and appointed officials, employees, and agents, against all claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages,judgments, or decrees by reason of damage to any property of any person or party and/or any death, injury or disability to or of any person or party, including any employee, arising out of or suffered, directly or indirectly, by reason of or in connection with the performance of this Agreement or any act,error or omission of the CONTRACTOR, its employees, agents,or subcontractors, whether by negligence or otherwise. Provided,that if the claims for damages arise out of bodily injury to persons or damage to property and caused by or result from the concurrent negligence: (1) of the COUNTY and its elected or appointed officials, employees, or agents, and(2)the CONTRATOR and its agents, employees, or subcontractors,the hold harmless and indemnity provisions of this Agreement shall be valid and enforceable only to the extent of the negligence of the CONTRACTOR, its agents, employees, or subcontractors. The CONTRACTOR's obligation shall include, but not be limited to, investigating, adjusting,and defending all claims alleging loss from action,error,or omission or breach of any common law, statutory or other delegated duty by the CONTRACTOR, its employees, agents, or subcontractors. Section 8 INSURANCE 8.1 CONTRACTOR, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement: 8.2 Comprehensive General Liability Insurance policy (the "Policy") in the face insurable amount of no less than two million dollars($2,000,000.00),covering any and all possible insurable claims which can or may arise from this Agreement, including, but not limited to, infringements and trade secret claims, breach of warranty claims, breach of contract claims, third-party claims, inability to perform and force majeure, bodily injury, accidental death and property damage and similar matters,and may be in the form of a combined single limit policy. Section 9 SECURITY COMPLIANCE 9.1 CONTRACTOR shall not disclose or use any COUNTY Confidential Information provided by COUNTY except as required in and by the terms of this Agreement. CONTRACTOR shall safeguard any COUNTY property used during the duration of this agreement. 9.2 CONTRACTOR and COUNTY shall take all reasonable precautions to prevent such disclosure or use of any such Confidential Information. 9.3 Within seven (7) days of expiration or termination of this Agreement, as provided herein, CONTRACTOR shall return to the COUNTY at the address given, all Confidential Information, or property, embodied in written, magnetic or other form and any other property belonging to the COUNTY. 9.4 CONTRACTOR warrants that WinCAMS does not contain any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter any computer program, firmware, or hardware or which could, in any manner, reveal damage, destroy, or alter any data or other information accessed through or processed by WinCAMS in any manner. CONTRACTOR shall immediately advise the COUNTY, in writing, upon reasonable suspicion or actual knowledge that WinCAMS may result in the harm described above. CONTRACTOR shall indemnify and hold the COUNTY harmless from any damage resulting from the harm described above. 9.5 Without limiting any other provision to the Agreement, CONTRACTOR warrants that WinCAMS does not contain and will not introduce via modem or otherwise any code, date block, time-bomb, Trojan horse, encrypted software keys, back door, or remote disabling function that may restrict the COUNTY's use of or access to WinCAMS or related data or equipment. CONTRACTOR understands and agrees that the COUNTY's inability to use WinCAMS or its related data or equipment will cause substantial injury or harm to the public health or safety or grave harm to the public interest substantially affecting third persons. No limitation of liability, whether contractual or statutory, shall apply to a breach of this warranty. Section 10 ENTIRE AGREEMENT 10.1 This agreement constitutes the entire understanding of the parties hereto and supersedes any and all prior or contemporaneous representations or agreements, whether written or oral, between the parties, and cannot be changed or modified unless in writing and signed by all parties hereto. Any prior agreements between the parties is terminated upon ratification of this agreement. Section 11 ENFORCEMENT 11.1 This Agreement shall be interpreted and construed in accordance with the laws of the State of Washington and all clauses, including "Whereas" and "Definitions", shall be given operative effect. Section 12 INDEPENDENT CONTRACTOR 12.1 In performance of the work, duties, and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of CONTRACTOR'S officers, agents, and employees is and will act at all times as an Independent Contractor and not as an agent, employee or servant of the County. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in this Agreement. 12.2 The Contractor shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent or representative of the Contractor shall be or deem to be or act or purport to act as an employee, agent or representative of the County. Section 13 CONTROLLING LAW It is understood and agreed that this Agreement is entered into in the State of Washington. This Agreement shall be governed by and construed in accordance with the laws of the United States,the State of Washington and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County, Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Agreement. Section 14 LITIGATION/JURISDICTION/VENUE Should either party bring any legal action, each party in such action shall bear the cost of its own attorney's fees and court costs. The venue for any legal action shall be solely in the appropriate state court in Jefferson County, Washington, subject to the venue provisions for actions against counties in RCW 36.01.050. Section 15 PUBLIC RECORDS ACT Notwithstanding any provisions of this Agreement to the contrary, to the extent any record, including any electronic, audio, paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW (as may be amended), the Contractor agrees to maintain all records constituting public records and to produce or assist the County in producing such records, within the time frames and parameters set forth in state law. The Contractor also agrees that upon receipt of any written public record request, the Contractor shall, within two business days, notify the County by providing a copy of the request per the notice provisions of this Agreement. Section 16 WAIVER No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have so waived or consented. Failure of either party to enforce at any time, or from time-to-time, any provision of this Agreement shall not be construed as a waiver thereof. Section 17 SEVERABILITY If any part of this Agreement is found violative of any law or is found to be otherwise legally defective, this Agreement shall be construed and interpreted without reference to any such part. WHEREFORE, IN WITNESS HEREOF, the parties have caused this Agreement to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of such signature duly authorized by all necessary and appropriate corporate and public action to execute this Agreement. IN WITNESS WHEREOF, the Contractor has executed this instrument on the day and year first below written, and the Board of County Commissioners has caused this instrument to be executed by and in the name of said County of Jefferson the day and year first above written. Executed by the Contractor tjA Cb I( , 2(341 VAL CORPORTATION INC. By: Ars.) coo C AIc&pt ri e3w 1Fs N/A _ State of Washi ington, Contractor Registration Number COUNTY OF JEFFERSON BOARD OF OMMISSIONERS 3/1 /24 K to Dean, District 1 'kid' ' our, District 2 e , 'strict 3 Approve to f m only this&K. day of , c eputy Prosecuti Attorney onte Reinders, P.E. / ate • arks Director/County ngineer Department of Public Works 0 Consent Agenda nP e1of1 Jefferson County 'T Board of Commissioners J ' , /1/& Agenda Request �Q e�e�so„ y �021 0 ern CoUf,y pvc To: Board of Commissioners "d Philip Morley, County Administrator From: Monte Reinders, Public Works Director/County Engineer Agenda Date: March 22, 2021 Subject: Replacement contract for support of public works, fleet and facilities software Statement of Issue: The initial contract for ongoing support and maintenance of the primary database used by financial and operational staff for Public Works, Fleet Services and Facilities Maintenance staff has expired. A replacement contract is proposed here. Analysis/Strategic Goals/Pro's Et Con's: The current system is best suited to meet the operational and accounting needs specific to asset management for its users. It was selected through a multi-department competitive RFP in 2014 and implemented late in 2015 through an awarded five-year contract. The proposed contract replaces that original contract but is specific to ongoing support and maintenance of the system. Fiscal Impact/Cost Benefit Analysis: The 2014 RFP identified the current system as the most advantageous way to meet the identified needs of its users. Implementation of the system was a costly endeavor, and subsequent improvement of the system to meet the county's needs is in process. Evaluation, selection and implementation of a replacement system is likely to be advantageous at a future date as our needs and available software change but not prior to realizing the benefits of additional years of continued operation of the current system without another costly transition. Recommendation: Approve the proposed five-year contract. Department Contact: Matt Stewart, 360-344-9705 Reviewed By: ? - LVZ,.\\ 3///9/21 Philip Morley, County Administrator Date CONTRACT REVIEW FORM CONTRACT WITH: Valsoft Corp Inc (Cascade Software) TRACKING NO.: PW 2020-076 (Contractor/Consultant) CONTRACT FOR: Software support Recentsh___ COUNTY DEPARTMENT: Public Works For More Information Contact: Matt Stewart DEC 28 2020 Contact Phone #: 360-344-9705/x705 J �0 C���'� RETURN TO: Chris Spall RETURN BY: 1/11/2e��►r F E R S O N O M(SSIONEf s (Person in Department) (Date) W W �7 AMOUNT: —$101,000 DUR PROCESS: E3 Exempt from Bid Process ❑ Consultant Selection Process Revenue ❑ Cooperative Purchase Expenditure ❑ Competitive Sealed Bid Matching funds Required ❑ Small Works Roster Source(s)of Matching Funds ❑ Vendor List Bid ❑ RFP or RFQ - Other Pee- 'ice-. 39<c2247 Step 1: REVIEW BY RI ) . Review(00111,7510!vDate Revie . APPROVED FORM 0 Return or revision(See Comments) Comments Step 2: REVIEW BY P OSE G ATTORNEY Review by: - �' Philip C. Hunsucker Date Reviewed: Chief Civil Deputy Prosecuting Attorney VAPP ED AS FORM' Ret ed for revision(See Comments) Commen 7 �G//VO G,(/LOr'L 4- fi / V f 1.'t i Q d 4/k le�i•.( fiCe Step 3: (If required) DEPARTMENT MAKES REVISIONS& RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL C Submit original Contract(s),Agenda Request,and Contract Review form. Also,p send'S F ' f just the Contract(s)(with the originals)to the BOCC Office. Place"Sign "mar� .on all p BOCC needs to sign. 6 MUST be in BOCC Office by 4:30 p.m.TUESDAY for the following Monday's a ik (This form to stay with contract throughout the contract review process.) Op �� 11604~