HomeMy WebLinkAbout021715_ca03V
tn 0
615 Sheridan Street
Port Townsend, WA 98368
www.JeffersonCountyPublicHealth.org
Consent Agenda
December 16, 2014
JEFFERSON COUNTY
60ARD OF COUNTY COMMISSIONERS
r-'UCWW3L1&4g
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: 3ared Keefer, Environmental, Health Director
Michael Dawson, Water Quality Lead
DATE:
SUBIECT: Agenda Item — Professional Services Agreement — Hood Canal
Coordinating Council; November 1, 2014 — April 30, 2017; $165,000
STATEMENT OF ISSUE:
Jefferson County Public Health, Water Quality Division, is requesting Board approval of the
Professional Services Agreement- Hood Canal Coordinating Council; November 1, 2014 — April 30, 2017;
$165,000
ANALYSIS STRATEGIC GOALS PROS and CONS:
This agreement with the Hood Canal Coordinating Council (HCCC) provides for project administration and
management, formation of a guidance group to advance collaborative water pollution identification and
correction (PIC) work, updating GIS amp data, which includes OSS location, age, type, and analysis to
determine clusters of old or unknown OSS that could impact water quality; advance and continue PIC work
in three counties; nutrient studies; education activities; workshop and training participation. The regional
PIC program helps strengthen Jefferson County's own PIC, efforts, and advances effective PIC methods and
practices,
FISCAL IMPACT (COST BENEFIT ANALYSIS:
This Professional Services Agreement adds $167,000 of revenue to Jefferson County Public Health to
advance and continue PIC activities. The county will provide water quality and onsite septic system data to
HccC and meet with project partners to identify key elements of successful PIC programs. Tasks required
for this project dovetail with existing work the county is performing for Clean Water Projects and will be
particularly helpful for the Hood Canal Watershed project currently underway.
C_()rnrrwnity Hedt
f,)evelopmerfld [DiScIblifies
360.3,95-9400
AIW(A-Y'S Wa0fkV19 for CA sc,'Jer and hprihhipr cornmunity.
Ei)virorrrrieMd I leclih
Water Quailty
'Mor-385-9444
�f) 360-379-4487
REC )MMENDATION:
JCPH management requests approval of the Professional Services Agreement — Hood Canal Coordinating
Council; November 1, 2014 — April 3,0, 2017; $167,000.
Phi ip Morl unty-A'amoistrator
w
12-1
PROFESSIONAL SERVICES CONTRACT
BETWEEN
THE HOOD CANAL COORDINATING COUNC
AND
JEFFERSON COUNTY PUBLIC HEALTH
THIS AGREEMENT is made Offective this 1st day of November, between Hood
Canal Coordinating Council (HCCC) and Jefferson County Public Health (Contractor).
The parties agree as follows:
1. DEFINITIONS. -- For purposes of this Agreement, the term -
(a) "Hood Canal Coordinating Council" means Hood Canal Coordinating
Council, also referred to as HCCC, a Washington Corporation, and its directors,
officers, employees and agents;
(b) "Invoice" means the documentation required by HCCC to verify
performance by Contractor of services rendered under this Agreement. The invoice
shall include the description of work performed by Contractor. The invoice shall
provide a progress report describing all activities accomplished for the period being
invoiced.
2. SERVICE ES. -- The Contractor
agrees to provide services to HCCC as described in Exhibit A.
3. COMPENSATION. --
(a) HCCC agrees to pay Contractor on a monthly basis following submittal
and approval of a correct invoice documenting services rendered and costs incurred.
(b) Contractor's invoice shall indicate dates of service and time spent on date
providing service under this Agreement. Contractor shall submit each invoice to
HCCC's Project Manager for review and approval prior to payment. HCCC must
receive correct and complete invoices within 60 days of the Agreement expiration date.
Late invoices will be paid at the discretion of HCCC and are contingent upon the
availability of funds. Failure to submit a properly completed IRS Form W-9 may result
in delayed payments.
(c) If the Contractor fails to perform any substantial obligation and the failure
has not been cured within 10 days following notice from the HCCC, the HCCC may, in
its reasonable discretion and upon written notice to the Contractor, withhold all monies
due the Contractor, without penalty, until such failure to perform is cured. For the
purposes of this provision, "substantial" means faithfully fulfilling the terms, and
conditions of the Contract with variances only for technical or minor omissions or
defects.
Hood Canal Coordinating Council
Page 2 of 18
(d) The total amount payable under the Contract by the HCCC to the
Contractor in no event will exceed the amounts indicated on Exhibit A.
(e) The Contractor will be paid only for work expressly authorized in the
Contract.
(f) The Contractor will not be entitled to payment for any services that were
performed prior to the effective date of the Contract or after its termination, unless a
provision of the Contract expressly provides otherwise.
4. TERM. -- The term of this Agreement commences on November 1, 2014 and
terminates on April 30, 2017. This Agreement may be terminated by either party
without cause 30 days following written notice to the other party. All rights, duties,
and obligations accrued under this Agreement shall survive after termination.
5. TRAINING. -- Contractor acknowledges that no training will be provided to
Contractor under this Agreement. Contractor warrants and represents that its
personnel are fully trained to perform services required under this Agreement and that
additional training provided by HCCC will be unnecessary.
6. INDEPENDENT CONTRACTOR STATUS. --
(a) Contractor shall act as an independent contractor, and in no way shall be
considered an employee of HCCC. Contractor is not required to report to HCCCs
offices at any specific time, except as requested for occasional consultations. HCCC
does not have the right to assign any additional projects to Contractor. Contractor shall
choose the time and manner for performing each part of the services described in
Exhibit A according to its own routines and schedules, independent from HCCC's
normal business operations.
(b) Contractor shall be responsible for payment of all taxes, insurance and
other obligations relating to its performance of services under this Agreement.
Contractor shall provide l--lCCC with verification of its -
(1) Unified business identifier number from the state of
Washington and that its business license is in good standing, if applicable;
(2) Washington State Department of Revenue account and that the
account is in good standing, if applicable;
(3) Washington State Labor, and Industries account and that the
account is in good standing or that the Contractor is exempt from the state's industrial
insurance requirements; and
(4) All other necessary licenses and permits to perform the work
specified in Exhibit A.
(c) Contractor acknowledges that Contractor will not qualify for benefits
which may be available if classified as an employee. In the event that the Internal
Revenue Service (IRS) successfully asserts that Contractor is not or was not an
Hood Canal Coordinating Council
Page 3 of 18
independent contractor for any period during the term of this Agreement and
reclassifies Contractor as an employee, Contractor agrees to complete, sign and deliver
IRS Form 4669 (Employee Wage Statement) to HCCC for any tax period affected. HCCC
shall then file the Form 4669 with the IRS (along with IRS Form 4670 "Request for Relief
From Payment of Income Tax Withholding") to offset against HCCC's withholding
obligation.
(d) Contractor acknowledges that it will be liable to HCCC for any industrial
insurance premiums or any other premiums or fees that HCCC is required to pay on its
behalf under RCW 51.12.070, or any other applicable statute, regulation or ordinance, to
the State of Washington or local jurisdiction,
7. NON-EXCLUSIVE CONTRACT. -- This Agreement is non-exclusive.
Contractor reserves the right to perform services for others during the term of the
Agreement.
8. MATERIALS AND EQUIPMENT. -- Contractor shall provide all materials
and equipment necessary to perform its obligations under this Agreement: Provided,
however, that Contractor may use office equipment located in the offices of HCCC, as
available, and provided however, that if "Other Expenses" have been awarded as part
of this agreement, HCCC will purchase said supplies and services on behalf of the
Contractor as part of this Agreement.
9. INDEMNIFICATION. -- Each party agrees to defend and indemnify the other
party and its elected and appointed officials, officers, employees and agents against all
claims, losses, damages, suits and expenses, including reasonable attorneys' fees, and
costs, to the extent they arise out of, or result from, the negligence or willful misconduct
of the indemnitor or its elected or appointed officials, officers, employees and agents in
the performance of this Agreement. The indemnitor's duty to defend and indemnify
extends to claims by the elected or appointed officials, officers, employees or agents of
the indemnitor or of any contractor or subcontractor of indemnitor. The indemnitor
waives its immunity under Title 51 (Industrial Insurance) of the Revised Code of
Washington solely for the purposes of this provision and acknowledges that this waiver
was mutually negotiated. This section shall survive the expiration or termination of this
Agreement.
(a) Contractor hereby indemnifies and holds harmless HCCC from:
(1) all claims and liabilities resulting from acts or omissions by
Contractor under this Agreement; and
(2) any additional taxes, interest and penalties due from Contractor
or HCCC resulting from reclassification in the event the IRS or any state or local taxing
authority successfully asserts that Contractor is not or was not an independent
contractor for any period during the term of this Agreement and reclassifies Contractor
as an employee.
1 --food Canal Coordinating Council
Page 4 of 18
(b) HCCC hereby indemnifies and holds harmless Contractor from all claims
and liabilities resulting from acts or omissions by HCCC under this Agreement.
10. INSURANCE. -- Contractor shall provide HCCC with a certificate of
insurance as specified in this section which is effective during the duration of this
Agreement. HCCC may require that the certificate of insurance name HCCC as
additional insured parties.
11. BUSINESS LICENSES AND TAXES. -- Contractor shall, at its own expense,
secure and maintain in full force and effect during the term of this Agreement all
required licenses, permits, and similar legal authorization, and comply with all
applicable Federal, State and local regulations.
12. CONFIDENTIALITY. -- Information produced or made available to the
Contractor shall not be disclosed to others or used for any other purpose, except as
required under this Agreement, without prior written approval by HCCC. Personal and
confidential information including, but not limited to protected health information
collected, used or acquired in connection with this Agreement shall be used solely for
the purposes of this Agreement. Contractor and its subcontractors agree not to release,
divulge, publish, transfer, sell or otherwise make known to unauthorized persons
personal information without the express written consent or as provided by law.
Contractor agrees, to implement physical, electronic and managerial safeguards
to prevent unauthorized access to personal information. For the purposes of this
provision, personal information includes but is not limited to information identifiable to
an individual that relates to a natural person's health, finances, education, business, use
or receipt of govern-mental services, or other activities, names, addresses, telephone
numbers, social security numbers, driver license numbers, financial profiles, credit card
numbers, financial identifiers and other identifying numbers. If responding to a public
record disclosure under RCW 42.56 in which responsive public records include records
related to this Agreement, the Contractor agrees to notify and discuss with the HCCC
requests for all information that are part of this agreement, prior to disclosing the
information.
13, OWNERSHIP OF PRODUCTS PRODUCED UNDER THIS CONTRACT. --
All data and products developed under this Agreement, excluding copyrighted
material used with permission, or other public data that cannot be copyrighted, shall
become the joint property of the HCCC and the Contractor.
14. INSPECTION AND RETENTION OF RECORDS. -- The Contractor shall
make all financial records, supporting documents, and all other pertinent records,
available to HCCC for inspection, with respect to all matters related to this Agreement.
Records shall be retained for a period of six years after final payment has been made.
15. APPLICABLE LAW. -- This Agreement shall be construed and enforced
under the laws of the State of Washington, irrespective of the fact that any one of the
Hood Canal Coordinating Council
Page 5 of 18
parties is now or may become a resident of another state. Venue for any action under
this Agreement shall lie in Jefferson County, Washington.
16. MODIFICATI -- This Agreement may not be waived, discharged or
modified in any manner other than by written agreement of the parties.
17. SEVERABILITY. -- No provision of this Agreement is severable from any
and all other provisions of this Agreement. Should any provision or provisions of this
Agreement be unenforceable for any reason, the party finding itself unable to enforce
said provision(s) may, at its sole discretion, declare this entire Agreement to be null and
void.
18. WAIVER. -- If either party fails to exercise its rights under this Agreement, it
shall not be precluded from subsequent exercise of its rights. A failure to exercise rights
shall not constitute a waiver of any other rights under this Agreement, unless stated in a
letter signed by authorized representative of the party and attached to the original
agreement.
19. COSTS AND, ATTORNEYS FEES. -- If either party brings any action against
the other for relief, declaratory or otherwise, arising out of this Agreement, the
prevailing party shall recover against the other party all costs and reasonable attorneys'
fees, including costs and reasonable attorneys' fees incurred to enforce any judgment
rendered pursuant to this Agreement.
20�. CONTRACTOR NON PERFORMANCE. -- The Contractor is excused from
its non performance of an obligation under this agreement if the non-performance is
caused by any act, omission, event or condition that is outside of the Contractor's
reasonable control. This includes, but is not limited to, the failure of any person, party
or organization to provide the Contractor with the information or capabilities necessary
to enable the Contractor to perform its obligations in the manner, and by the deadlines,
specified in the agreement.,
21. SPECIAL TERMS AND CONDITIONS. -
(a) Commercial Goods, or Services: Contractor shall fully comply with the
standards in Section 210(a)-(d) of OMB Circular A-133.
(b) Suspension and Debarment: Contractor shall fully comply with
Subpart C of 2 CFR Part 180 and 2 CRF Part 1532, entitled "Responsibilities of
Participants Regarding Transaction (Doing Business with Other Persons)." The
Contractor, by signature of this Agreement, certifies that it is not presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any
Federal department or agency from participating in transactions.
(c) Recycled Paper: Contractor agrees to submit reports to project
manager in portable document format (.pdf) or otherwise use recycled paper and
double-sided printing for all reports which are prepared as part of this agreement.
Hood Canal Coordinating Council
Page 6 of 18
(d) Trafficking in Persons: You as the Contractor, your employees, sub-
awardees under this award, and sub-awardees' employees may not engage in severe
forms of trafficking in persons during the period of time that the award is in effect;
procure a commercial sex act during the period of time that the award is in effect; or use
forced labor in the performance of the award or sub-awards under this award,
(e) ACORN Funding Restriction: No funds provided under this
Agreement may be used for sub-grants or contracts to the Association of Community
Organizations for Reform NOW (ACORN) or any of its subsidiaries.
(f) Audit Requirements: Contractor shall fully comply with requirements
of the Single Audit Act Amendments of 1996 and OMB Circular A-133, "Audits of
States, Local Governments, and Non-Profit Organizations," if applicable.
(g) Allowable Costs: Contractor shall submit expenditures that meet the
test of the appropriate OMB Circular.
(h) Nondiscrimination: During the performance of this Agreement, the
Contractor shall comply with all federal and state nondiscrimination laws, regulations
and policies.
(i) Publicity: The Contractor agrees to submit to HCCC all advertising
and publicity matters relating to this Agreement where HCCC or the Washington State
Department of Health's name is mentioned or language used from which the
connection of these entities name may be inferred or implied. The Contractor agrees
not to publish or use such advertising and publicity matters without the prior written
consent of HCCC.
(l) Subcontracting: The Contractor shall not enter into subcontracts for
any of the work contemplated under this agreement without prior written approval of
HCCC. The Contractor is fully responsible for all contractual obligations, financial or
otherwise, to their subcontractors.
(k) Dispute Resolution: The parties to this agreement shall first attempt to
resolve disputes informally at the staff level. In the event that the dispute cannot be
resolved informally at the staff level, a dispute resolution procedure shall be
followed. Each party to this agreement shall appoint one member to the Dispute
Board. The members so appointed shall jointly appoint an additional member to the
Dispute Board. The Dispute Board shall review the facts, terms, and applicable statutes
and rules and make a determination of the dispute. The determination of the Dispute
Board shall be binding on parties hereto. Each party to this agreement shall be
responsible for paying for its own costs resulting from a dispute. Any additional costs
resulting from resolution of a dispute shall be shared equally by both parties.
(1) Lobbying and Litigation: Contractor shall ensure that no grant funds
awarded under this Agreement are used to engage in lobbying or other political
Hood Canal Coordinating Council
Page 7 of 18
activities of the Federal Government or in litigation against the United States unless
authorized under existing law.
(m) Drug Free Workplace: Contractor must make an ongoing, good faith
effort to maintain a drug-free workplace.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the day and year first above written.
Hood Canal Coordinating Council Contractor
44A,11t?
Date: October 30, 2014 Date:
Approved as to form only:
�utcr's
Jefferson Cup' tity ros Office
Date:
Office
Hood Canal Coordinating Council
Page 8 of 18
Agreement Representatives:
Scott Brewer, Executive Director
Hood Canal Coordinating Council
17791 Fjord Drive NE, Suite 122
Poulsbo, WA 98370
Phone: (360) 394-0046
E-mail: sbrewer@hccc.wa.gov
Jared Keefer
Jefferson County Public Health
615 Sheridan Street
Port Townsend, WA 98368
Phone: 360-385-9444
E-mail: jkeefer@co,jefferson.wa,us
UBI No.: 161001169
EIN: 91-6001322
DUNS: 184826790
Contract Project Managers:
For the Hood Canal Coordinatim,, Council:
Haley Harguth, Watershed Planning and Policy Coordinator
HCCC
17791 Fjord Drive NE, Suite 122
P'oulsbo, WA 98370
Phone: (360) 394-0046
E-mail: hharguth@hccc.wa.gov
For leffe Ith:
Mike Dawson, Environmental Health Specialist
Jefferson County Public Health
615 Sheridan Street
Port Townsend, WA 98368
Phone: 360-385-9444
E-mail mdawson@co.jefferson.wa.us
0
a
�po
W
U
a
an
a
a
a �
c�
a
a
a
C
a
c
cl
71
a�
�c
c
0
�a
v
0
�a
a
a
a
to
s
a�
rte,
U Q
o
r
�'
a� Z n
n d.
u
A
a"
th
+�
Q
;Z
o
�s
7s
7j
w `^°
cn
H
En
rA
ul
cq q
a
e�
cn
cd
Zd64
cam,
A
C)
c
GWa
cn
r
a,
'
a4
Q,
2
con
CU L;4
�'
C�
7�
00
73
bfj
V) C)
C-q C-4
o
as
+J,
u
IZ4
u rq
> 7�
(N
ZI
Ln
7:1 w 0
m 73 u 45
cu
06
lull
cn U C�.
Ln
0
as
00
tj
Cd W $a4
cn $a4 V)
IL
clj —Cd
PWJ
tD
f-I
0
7:; u
0
C/I
0 > 7�
CIA
C-4
to
4-1
ua
0
E
0
th
-0
7:t
E
cis
03
7�
cr
7ZI
o
as
C4
ct s
0.
bD 0.0
cd
C4
45
n�
7�
40;
z
U
ta
C)
4- Q)
;3
0 :::�
,Jtov)om;--40=
u
t�4
"
;..4
41
0
4.
0. 0
4-, U
7:1
.
cn 0 C/5
bD
>
71 z ai
m cn
.0
00
11 cn
V
7--
Q t
Cd
q�
tb
7�1
Q
va
m t
-0
r.
th
7�
2
cn
Z U
Z
Ln d�
kn
42
co
2
0
nJ
r:) t
Cj
tn
,
Qn
u 4= 0 0
u
0
cn
U' E 0
� o
a
'R
C.�
an
ra
�s
U
ca
CID
. �
u
to
&-,
q)
:
03
,
>
rA
o
vi
-�
En
44
a)
a 0
—
on
L
u �
.'
m = o
Q
u
03
U'l-
(U
Ca
CIA
Ij
un
w)
to
cn
C13 b
to
= En
4- Cn .
cn
cs
:3
cd
cd ng
0
U
v
::.-
C4
Ln
>,
Ca
JQ
z
cn V3
rA
-,M,
o
>1
cot)
s.4
bpi
u 0 'C1
¢
'Cd
3 u
To. 42'
C3
ct
Con
2
F3
cq P�
"5 It
4.1
cd
4M-
rA
cl
z
W
Q
0
u
7�
O
U
7:1
0 Ch
zt
(=
cc U
d)
fq
Q CU
-T�
u
'S.
cn
cz
cz
bb
4--4
a
cu
15.
a
o
Qj
cq
u
5
0
>1
u 'U
2
tj
-�4
00
z
m
A
4�
R7
tb
cr
U oc
u
>
as
u
Cd
0
u
05
0
u v
4.1
cz V)
U
E
0
u
t�
+C4
C!
vi
rA
03
13