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HomeMy WebLinkAboutCONSENT Capacity building subaward NOSC 615 Sheridan Street Port Townsend, WA 98368 dell ehsonwww.JeffersonCountyPublicHealth.org Consent Agenda Public Healt JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Josh D. Peters, County Administrator FROM: Michael Dawson, Water Quality Manager Tami Pokorny, Natural Resources Program Coordinator DATE: JI)V731 a". 6, SUBJECT: Agenda Item — Professional Services Agreement (Grant) from the North Olympic Salmon Coalition (NOSC) to Increase County's Restoration Project Management Capacity; April 1, 2026 — June 30, 2027; $15,000 STATEMENT OF ISSUE: Jefferson County Public Health requests approval of Professional Services Agreement (Grant) to Increase Capacity for Restoration with the North Olympic Salmon Coalition (NOSC); April 1, 2026 — June 30, 2027; $15,000 ANALYSIS/STRATEGIC GOALS/PROS and CONS: The North Olympic Salmon Coalition (NOSC) has received a grant from WDFW's Habitat Strategic Initiative Lead (HSIL) program to increase capacity for habitat project management in the North Olympic region. These funds include subawards that NOSC is meant to provide to coalition partners, including Jefferson County Public Health, who are conducting restoration work within the region. JCPH will use the additional capacity funding to participate in project manager forums and ecosystem coordination meetings, develop restoration priorities, or lead other activities needed to address capacity limitations for restoration projects. JCPH will provide an annual report on capacity-building activities in 2026 and 2027. It's anticipated that the County's Natural Resources Program Coordinator will be the primary project participant. FISCAL IMPACT/COST BENEFIT ANALYSIS: Funding for this project will be provided by RCO Project Agreement No. 24-1092 with NOSC dated September 25, 2024. This adds revenue to the JCPH Natural Resources Program and there is no impact to the General Fund. Community Health Developmental Disabilities Environmental Public Health 360-385-9400 360-385-9444 360-385-9401 (f) (f) 360-379-4487 Always working for a safer and healthier community WQ-26-038 RECOMMENDATION: JCPH Management recommends BOCC signature Approval of Professional Services Agreement (Grant) to Increase Capacity for Restoration with the North Olympic Salmon Coalition (NOSC); April 1, 2026 — June 30, 2027; $15,000 REVIEWED BY: 7 &(3;6 Josh D. Pete , ounty Administrator Date Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 Always working for a safer and healthier community (f) 360-379-4487 360-385-9401 (f) CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: North Olympic Salmon Coalition (NOSC) Contract No: WQ-26-038 Contract For: Capacity Building, Subaward Term: April 1, 2026 - June 30, 2027 COUNTY DEPARTMENT: Public Health Contact Person: Tami Pokorny Contact Phone: x 498 Contact email: tpokorny@co.Jefferson.wa.us AMOUNT: $15,000 PROCESS: Exempt from Bid Process Revenue: $15,000 Cooperative Purchase Expenditure: Competitive Sealed Bid Matching Funds Required: Small Works Roster Sources(s)of Matching Funds _____ Vendor List Bid Fund# 128 RFP or RFQ Munis Org/Obj Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMP 1A 3E WIT . 5.080 AND CHAPTER 42.23 RCW. CERTIFIED: ■ N/A:t I - ''; June 30, 2026 Glenn Gilbert 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. CERTIFIED: Fl N/A: June 30, 2026 Glenn Gilbert Date STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche): Electronically approved by Risk Management on 7/6/2026. STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Lasertiche): Electronically approved as to form by PAO on 7/1/2026. DPA Luther reviewed and approved on 07-01-2026. 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 NORTH OLYN plc CONTRACT FOR PROFESSIONAL SERVICES it) Contract # 2026-130 SALMON COALITION This Contract for Professional Services (the Contract) is entered into by the North Olympic Salmon Coalition, a 501(c)(3) non-profit organization, PO Box 197, Port Townsend, Washington, 98368 ("NOSC") and Jefferson County having its principal offices at 1820 Jefferson Street, P.O. Box 1220, Port Townsend, WA 98368 (the Contractor). Project NOSC has received a grant from WDFW's Habitat Strategic Initiative Lead program to increase capacity for project management in the North Olympic region. These funds include subawards that NOSC is meant to provide to coalition partners engaging in restoration work within the region. Partners will use the additional capacity funding to participate in PM forums and ecosystem coordination meetings, develop restoration priorities, or lead other activities needed to address capacity limitations for restoration projects. SECTION 1. EFFECTIVE DATE OF CONTRACT The Contract will become effective on April 1st, 2026 and terminates on June 30th, 2027. The parties may agree to renew this contract as needed. In no event will the Contract (or any Contract Renewal) become effective unless and until it is approved in writing by both NOSC and the Contractor. SECTION 2. SERVICES TO BE PROVIDED 2.1 A description of the services to be performed by the Contractor is set forth here. Subaward recipient will provide an annual report of activities completed to determine the impact of additional funding to their project capacity. The Contractor will also engage in quarterly project manager coalition forums to discuss challenges, opportunities, progress, and strategies for ecosystem restoration. 2.2 The Contractor agrees to provide its own labor and materials. Unless otherwise provided for in the Contract, no material, or labor will be furnished by NOSC. 2.3 The Contractor will perform the work specified in the Contract according to standard industry practices and in conformity with state and local law. 2.4 The Contractor will complete its work in a timely manner and in accordance with the schedule agreed to by the parties. 2.5 The Contractor will confer with NOSC from time to time, or as outlined in the Scope of Work, regarding the progress of the work. The Contractor will prepare JeftCo:WQ-26-038 and present status reports and other information that may be pertinent and necessary, or as may be requested by NOSC. SECTION 3. CONTRACT REPRESENTATIVES NOSC and the Contractor will each have a contract representative. A party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: NOSC Contract Supervisor Sarah Doyle, Executive Director PO Box 197 Port Townsend, WA 98368 Phone: (360) 379-8051 Jefferson County Contract Representative Tami Pokorny, Natural Resources Program Coordinator Jefferson County Public Health 615 Sheridan Street Port Townsend, WA 98368 Phone: (360) 379-4498 SECTION 4. COMPENSATION 4.1 Compensation to be paid to the Contractor is for staff time. 4.2 The total amount payable under the Contract by NOSC to the Contractor in no event will exceed $15,000. 4.3 Unless otherwise provided in the Contract, the Contractor may submit an invoice to NOSC once a month for payment of work actually completed to date. Subject to the other provisions of the Contract, then NOSC generally will pay such an invoice within 45 days of receiving it. 4.4 The Contractor will be paid only for work expressly authorized in the Contract. 4.5 The Contractor will not be entitled to payment for any services that were performed prior to the effective date of the Contractor after its termination, unless a provision of the Contract expressly provides otherwise. 4.6 If the Contractor fails to perform any substantial obligation and the failure has not been cured within 10 business days following notice from NOSC, NOSC may, in its sole discretion and upon written notice to the Contractor, withhold all monies due the Contractor, without penalty, until such failure to perform is cured. NOSC Contract#2026-130 Page: 2 SECTION 5. AMENDMENTS AND CHANGES IN WORK 5.1 In the event of any errors or omissions by the Contractor in the performance of any work required under the Contract, the Contractor will make all necessary corrections without additional compensation. All work submitted by the Contractor will be certified by the Contractor and checked by the Contractor for errors and omissions. The Contractor will continue to be responsible for the accuracy of work even after the work is accepted by NOSC. 5.2 In order to be effective, any Contract renewal, amendment or modification must be in writing and must be signed by authorized representatives of both parties. Work under a renewal, an amendment or a modification may not commence until the renewal, amendment or modification has been approved by NOSC and has become effective. SECTION 6. HOLD HARMLESS AND INDEMNIFICATION 6.1 The Contractor will hold harmless, indemnify and defend NOSC, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the Contractor's negligent acts, errors or its willful or reckless misconduct in the performance of the Contract. Provided, however, that the Contractor's obligation under this provision will not extend to injury, sickness, disability, death or damage caused by or arising out of the sole negligence of NOSC, its officers, officials, employees or agents. 6.2 With regard to any claim against NOSC, its officers, employees and agents by any employee of the Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Section shall be limited only to the extent of Contractor's negligence. 6.3 The Contractor's obligations under these provisions include, but are not 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, the Contractor's employees, agents or subcontractors. SECTION 7. INSURANCE 7.1 Professional Legal Liability. The Contractor, if it is a licensed professional, will maintain professional legal liability or professional errors and omissions coverage appropriate to the Contractor's profession. The coverage will have a limit of not less than $1 million per occurrence. The coverage will apply to liability for a professional error, act or omission arising out of the Contractor's services under the Contract. The coverage will not exclude bodily injury or property damage. NOSC Contract#2026-130 Page: 3 The coverage will not exclude hazards related to the work rendered as part of the Contract. 7.2 Workers' Compensation and Employer Liability. The Contractor will maintain workers' compensation insurance as required by Title 51, Revised Code of Washington. 7.3 Commercial General Liability. The Contractor will maintain commercial general liability for bodily injury, personal injury and property damage, subject to a limit of not less than $1 million per occurrence. The general aggregate limit will apply separately to the Contract and be no less than $2 million. The Contractor will provide commercial general liability coverage that does not exclude any activity to be performed in fulfillment of the Contract. Specialized forms specific to the industry of the Contractor will be deemed equivalent provided coverage is no more restrictive than would be provided under a standard commercial general liability policy, including contractual liability coverage. 7.4 Automobile Liability. The Contractor will maintain automobile liability insurance as follows: The Contractor will maintain commercial automobile liability insurance with a limit of not less than $1 million each accident combined bodily injury and property damage. The aggregate limit will be at least $2 million. Coverage will include owned, hired and non-owned automobiles. 7.5 Miscellaneous Insurance Provisions. A. The Contractor's liability insurance provisions will be primary with respect to any insurance or self-insurance programs covering NOSC, its elected and appointed officers, officials, employees and agents. B. The Contractor's insurance will apply separately to each insured against whom claim is made or suit is brought, subject to the limits of the insurer's liability. C. The Contractor will include all subcontractors as insurers under its policies or will furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors will be subject to all of the requirements stated in these provisions. D. The insurance limits mandated for any insurance coverage required by the Contract are not intended to be an indication of exposure. E. The Contractor will maintain all required policies in force from the time services commence until services are completed. Certificates, policies and endorsements scheduled to expire before completion of services will be renewed before expiration. If the Contractor's liability coverage is written NOSC Contract#2026-130 Page: 4 as a claims-made policy, then the Contractor must evidence the purchase of an extended-reporting period or "tail" coverage for a three-year period after completion of the services. 7.6 Verification of Coverage and Acceptability of Insurers. A. The Contractor will furnish NOSC with properly executed certificates of membership in a risk pool or a signed policy endorsement which will clearly evidence all risk pool related coverage required in this Section within 10 days after the effective date of the Contract. The certificate(s) will, at a minimum, list limits of liability and coverage. The certificate(s) will provide that the underlying risk pool contract may not be canceled, or allowed to expire, except on 30-days' prior written notice to NOSC. Any certificate or endorsement limiting or negating the insurer's obligation to notify NOSC of cancellation or changes must be amended so as not to negate the intent of this provision. B. Certificates of risk pool coverage will show the certificate holder as North Olympic Salmon Coalition and indicate "care of" the appropriate NOSC contract representative. The address of the certificate holder will be shown as the current address of NOSC. Compliance under this subsection 7.6(D) may also be made via certificates indicating that NOSC is a covered entity under Contractor's risk pool coverage. C. The Contractor will request that the Washington State Department of Labor and Industries, Workers Compensation Representative, send written verification to NOSC that the Contractor is currently paying workers' compensation. D. Written notice of cancellation or change will be made to NOSC at the following address: North Olympic Salmon Coalition Sarah Doyle, Executive Director P.O. Box 197 Port Townsend, WA 98368 E. The Contractor or its broker will provide a copy of all insurance policies specified in the Contract upon request of NOSC. SECTION 8. TERMINATION 8.1 NOSC may terminate the Contract in whole or in part whenever NOSC determines, in its sole discretion that such termination is in the best interests of NOSC. NOSC may terminate the Contract upon giving the Contractor 10- business days' written notice. In that event, NOSC will pay the Contractor for all NOSC Contract#2026-130 Page: 5 costs incurred by the Contractor in performing the Contract up to the date of such notice, subject to the other provisions of the Contract. 8.2 If funding for the underlying project or matter is withdrawn, reduced or limited in any way after the Contract is signed or becomes effective, NOSC may immediately terminate the Contract notwithstanding any other termination provision in the Contract. Termination under this provision will be effective upon the date specified in the written notice of termination sent by NOSC to the Contractor. No costs incurred after the effective date of the termination will be paid. 8.3 If the Contractor breaches any of its obligations under the Contract, and fails to cure the breach within 10 business days of written notice to do so by NOSC, NOSC may terminate the Contract. In that event, NOSC will pay the Contractor only for the costs of services accepted by NOSC. Upon such termination, NOSC, at its discretion, may obtain performance of the work elsewhere, and the Contractor will bear all costs and expenses incurred by NOSC in completing the work and all damages sustained by NOSC by reason of the Contractor's breach. SECTION 9. ASSIGNMENT, DELEGATION AND SUBCONTRACTING 9.1 The Contractor will perform under the Contract using only its bona fide employees or agents, and the obligations and duties of the Contractor under the Contract will not be assigned, delegated or subcontracted to any other person or firm without the prior express written consent of NOSC. 9.2 The Contractor warrants that it has not paid, nor has it agreed to pay, any company, person, partnership or firm, other than a bona fide employee working exclusively for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of the Contract. SECTION 10. INDEPENDENT CONTRACTOR 10.1 The Contractor's services will be furnished by the Contractor as an independent contractor and not as an agent, an employee or a servant of NOSC. 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 the Contract. The Contractor shall perform the contracted work. Any designee shall have prior NOSC approval to substitute for the contracted representative. 10.2 The Contractor acknowledges that the entire compensation for the Contract is set forth in the compensation provisions of the Contract and the Contractor is not entitled to any other benefits, including, but not limited to: vacation pay; holiday pay; sick leave pay; medical, dental or other insurance benefits; fringe benefits; or any other rights or privileges afforded to NOSC employees. NOSC Contract#2026-130 Page: 6 10.3 The Contractor will 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 will be or be deemed to be, or act or purport to act, as an employee, agent or representative of NOSC. SECTION 11. NONDISCRIMINATION The Contractor, its assignees, delegates or subcontractors will not discriminate against any person in performance of any of its obligations under the Contract on the basis of race, color, creed, religion, national origin, age, sex, marital status, veteran status or the presence of any disability. SECTION 12. OWNERSHIP OF MATERIALS/WORKS PRODUCED 12.1 Subject to the Contractor's legal obligations under the Public Records Act at RCW 42.56 and any other federal/state/local statutory, regulatory, or administrative law requiring public records access; all reports, drawings, plans, specifications, all forms of electronic media, and data and documents produced in the performance of the work under the Contract will be "works for hire" as defined by the U.S. Copyright Act of 1976 and will be owned by NOSC. Ownership includes the right to copyright, patent and register, and the ability to transfer these rights. Contractor shall not be liable for the dissemination of any materials covered under this Section when such materials are disclosed pursuant to the aforementioned controlling laws, even if such disclosure is ultimately determined to have been in error or not required by law. 12.2 An electronic copy of all electronic files will be submitted to NOSC upon request and/or at the end of the job. SECTION 13. DISPUTES Differences, disputes and disagreements between the Contractor and NOSC arising under or out of the Contract will be brought to the attention of NOSC at the earliest possible time so that the matter may be settled or other appropriate action promptly taken. The NOSC Contract Supervisor will decide any dispute relating to the quality or acceptability of performance or compensation due the Contractor. All instructions and decisions of the NOSC Contract Supervisor will be final and conclusive. SECTION 14. CONFIDENTIALITY Contractor, its employees, subcontractors and their employees will maintain the confidentiality of all information provided by NOSC or acquired by the Contractor in performance of the Contract, but only insofar as is allowed by the Public Records Act at RCW 42.56 and any other federal/state/local statutory, regulatory, NOSC Contract#2026-130 Page: 7 or administrative law requiring public records access. Contractor will provide the NOSC Contract Supervisor written notice of any judicial proceeding or public records request seeking disclosure of such information. However, nothing in this Section shall prevent or create a liability on behalf of Contractor to any person or entity by way of strict compliance with public disclosure laws. SECTION 15. CHOICE OF LAW, JURISDICTION, AND VENUE 15.1 The Contract will be construed as having been made and delivered within the State of Washington, and it is agreed by each party that the Contract will be governed by the laws of the State of Washington, both as to its interpretation and performance. 15.2 Any action of law, suit in equity or other judicial proceeding arising under or out of the Contract may be instituted and maintained only in a court of competent jurisdiction. With respect to the state court system, the court of competent jurisdiction shall only be the Superior Court In and For Jefferson County. SECTION 16. CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY, OR VOLUNTARY EXCLUSION 16.1 By signing this agreement, both parties certify that they, nor their principals nor any lower tier subcontractor, are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency. The consultant shall provide the client with immediate notice if their debarment status changes. 16.2 Contractor, by signing this agreement, certifies that it is not suspended, debarred, proposed for debarment, declared ineligible or otherwise excluded from contracting with the federal government, or from receiving contracts paid for with federal funds. If the Contractor is unable to certify to the statements contained in the certification, they must provide an explanation as to why they cannot. 16.3 Contractor shall provide immediate written notice to NOSC if at any time the Contractor learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 16.4 The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. 16.5Contractor agrees it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable NOSC Contract#2026-130 Page: 8 Code of Federal Regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 16.5 Contractor further agrees by signing this agreement, that it will include this clause titled "CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION" without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 16.6 Pursuant to 2CFR180.330, the Contractor is responsible for ensuring that any lower tier covered transaction complies with certification of suspension and debarment requirements. 16.7 Contractor acknowledges that failing to disclose the information required in the Code of Federal Regulations may result in the delay or negation of this funding agreement, or pursuance of legal remedies, including suspension and debarment. 16.8 Contractor agrees to keep proof in its agreement file, that it, and all lower tier recipients or Contractors, are not suspended or debarred, and will make this proof available to the Department before requests for reimbursements will be approved for payment. RECIPIENT/Contractor must run a search in http://www.sam.gov and print a copy of completed searches to document proof of compliance. SECTION 17. MISCELLANEOUS 17.1 No Waiver. The parties agree that the excuse or forgiveness of performance, or waiver of any provisions of the Contract, does not constitute a waiver of such provision or future performance, or prejudice the right of the waiving party to enforce any of the provisions of the Contract at a later time. 17.2 Tax Payments. The Contractor will pay all applicable federal, state and local taxes, fees (including licensing fees) and other amounts. 17.3 Personnel Removal. The Contractor agrees to remove immediately any of its subcontractors, employees, agents or representatives from assignment to perform services under the Contract upon receipt of a written request to do so from NOSC's Contract Supervisor. 17.4 Legal Compliance. The Contractor and its subcontractors, employees, agents and representatives will comply with all applicable federal, state and local laws, rules and regulations in their performance under the Contract. 17.5 Records Inspection and Retention. NOSC may, at reasonable times, inspect the books and records of the Contractor relating to the performance of the Contract. The Contractor will retain for audit purposes all Contract-related records for at least six years after termination of the Contract. NOSC Contract#2026-130 Page: 9 17.6 Successors and Assigns. NOSC, to the extent permitted by law, and the Contractor each bind themselves, their partners, successors, executors, administrators and assigns to the other party to the Contract and to the partners, successors, administrators and assigns of such other party in respect to all covenants to the Contract. 17.7 Severability. If a court of competent jurisdiction holds any provision of the Contract to be illegal, invalid or unenforceable, in whole or in part, the validity of the remaining provisions will not be affected, and the parties' rights and obligations will be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If any provision of the Contract conflicts with any statutory provision of the State of Washington, the provision will be deemed inoperative to the extent of the conflict or modified to conform to statutory requirements. 17.8 Entire Agreement. The parties acknowledge that the Contract is the complete expression of their agreement regarding the subject matter of the contract. Any oral or written representations or understandings not incorporated in the Contract are specifically excluded. 17.9 Notices. Any notices will be effective if personally served upon the other party or if mailed by registered or certified mail, return receipt requested, to the addresses set out in the contract representatives provision of the Contract. Notice will be deemed to be given three days following the date of mailing, or immediately if personally served. APPROVED AND ADOPTED this day of , 2026. (SIGNATURES FOLLOW ON NEXT PAGE) NOSC Contract#2026-130 Page: 10 IN WITNESS WHEREOF: NOSC and the Contractor have signed this contract on the date noted: NORTH OLYMPIC SALMON JEFFERSON COUNTY WASHINGTON COALITION Board of County Commissioners Jefferson County, Washington By: By: Sarah Doyle, Executive Director Greg Brotherton, Chair Date: SEAL: ATTEST: Carolyn Gallaway, Clerk of the Board Approved as to form only: 1�'� 07-01-2026 Jere iah 3. Luther, Date Civil Deputy Prosecuting Attorney NOSC Contract#2026-130 Page: 11 EXHIBIT A: SCOPE OF WORK Coalition members will use the additional capacity funding to participate in PM forums and ecosystem coordination meetings, develop restoration priorities, or lead other activities needed to address capacity limitations for restoration projects. Each member of the coalition electing to receive funding through this grant will provide an annual report of activities completed to determine the impact of additional funding to their project capacity. Subtask Number Deliverable Target Completion Date 5.1 Annual report from each April 10, 2026 & April 10, coalition member on 2027 capacity building activites NOSC Contract#2026-130 Page: 12 EXHIBIT B: COMPENSATION/FEE SCHEDULE [RESERVED] NOSC Contract#2026-130 Page: 13