HomeMy WebLinkAbout051115_ca06Consent Agenda
Regular Agenda
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of Commissioners
Philip Morley, County Administrator
FROM: Su Tipton, WSU Jefferson County Extension
DATE: May 11, 2015
RE: Professional Services Agreement Jefferson County and 10,000 Years
Institute -Jill Silver, Director
STATEMENT OF ISSUE:
Contractor will perform duties adopted by the Noxious Weed Board and to the satisfaction of
WSU Jefferson Extension as designated in Exhibit A
ANALYSIS:
Scope of Work will include coordination of crew hiring, training and fieldwork on Poison
Hemlock in the Port Hadlock area. Work with the City of Port Townsend to manage Poison
Hemlock fieldwork in and around the City of Port Townsend. Train new Noxious Weed
Control Coordinator. Outreach and education to the public.
FISCAL IMPACT:
Contractor not to exceed 52,499.00.
RECOMMENDATION:
We recommend the Commissioners approve this professional service agreement.
DEPARTMENT CONTACT:
Su Tipton, 360.379.5610 ext. 206
REVIEWED BY:
� Philip Morley, o ty Admirrims#04
Date
PROFESSIONAL SERVICES AGREEMENT
Between
JEFFERSON COUNTY
And
10,000 YEAR INSTITUTE
This Agreement is entered into between the County of Jefferson, a municipal corporation,
hereinafter referred to as "the County" and 10,000 Years Institute, a Washington State non-
profit corporation, Jill Silver, Director, 892 53rd Street, Port Townsend, WA 98368, hereinafter
referred to as "the Contractor" in consideration of the mutual benefits, terms, and conditions
hereinafter specified.
Section 1. Designation
The County, on behalf of the Jefferson County Noxious Weed Control Board, in
agreement with the terms and conditions of the Statement of Work hereby
contracts with the Contractor who will perform duties as described in Exhibit A.
Section 2. Term
This Agreement shall commence on May 11, 2015 and continues through
July 3, 2015 unless terminated as provided herein. The agreement may be
extended beyond July 3, 2013 upon mutual written consent of the County and the
Contractor.
Section 3. Scone of Agreement
The Contractor agrees to perform the services, identified in Exhibit A.
A. The Contractor supports the Jefferson County Noxious Weed Control Board
program goals and objectives.
B. The specific duties of the Contractor are outlined in Exhibit A.
Section 4. Compensation
The Contractor shall be paid by the County for completed work and for services
rendered under this Agreement as follows:
A. Payment for the work provided by the Contractor shall be invoiced monthly
for work completed on the project. Hourly rate of $27.50. This contract shall
not exceed $2499.00 in the completion of this project without a written
amendment signed by both parties to this Agreement. Payment to be paid out
through Noxious Weed Control Coordinator Funds.
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B. The Contractor may submit invoices to WSU Jefferson County Extension for
work completed. WSU Jefferson County Extension will review such invoices,
and upon approval thereof, payment will be made to the Contractor in the
amount approved.
C. County will make final payment of any balance due the Contractor promptly
upon its ascertainment and verification after the completion of the work under
this Agreement and its acceptance by the County.
D. Contractor records and accounts pertaining to this agreement are to be kept
available for inspection by representatives of the County and state for a period
of six (6) years after final payments. Copies shall be made available upon
request.
E. Ownership and use of documents. The Contractor acknowledges and agrees
that any and all work product directly connected and /or associated with the
services rendered hereunder, including but not limited to all documents,
drawings, specifications, writings, samples, reports, pictures and the like
which the Contractor drafts, makes, conceives, develops in the performance of
the service hereunder, either solely and/or jointly with the County shall be the
sole and exclusive property of the County. The Contractor further
acknowledges that such material shall be considered work for hire and the
Contractor acknowledges the County's sole and exclusive right to such
copyright, patent, trademarks, trade names and other intellectual property right
claims for said materials. Other materials produced by the Contractor in
connection with the services rendered under this agreement shall be the
property of the County whether the projects for which they are made are
executed or not. The Contractor shall be permitted to retain copies, including
reproducible copies, of drawings, writings, samples, reports, and
specifications for information, reference, and use in connection with
Contractor endeavors. The Contractor agrees not to publish, submit for
publication, display or otherwise use said material for any reason whatsoever,
without the express written consent of the County.
Section 5. Compliance with laws
The Contractor shall, in performing the services contemplated by this agreement,
faithfully observe and comply with all federal, state, and local laws, ordinances
and regulations. Contractor will properly dispose of any information, which is no
longer needed or has been converted to another media. Jefferson County may
audit Contractor's access to and use of confidential information at any time or on
an ongoing basis.
Section 6. Hold Harmless and Indemnification
6.1 The Contractor will hold harmless, indemnify and defend the County,
its officers, officials, employees and agents, from and against any
and all claims, actions, suits, liability, loss, expenses, damages and
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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 acts, errors or omissions 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 the County, its officers, officials, employees or agents.
6.2 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 Prior to commencing work, the Contractor shall obtain at its own cost
and expense the following insurance from companies licensed in the
State with a Best's rating of no less than A: VII. The Contractor shall
provide to the County Risk Manager certificates of insurance with
original endorsements affecting insurance required by this clause prior
to the commencement of work to be performed.
The insurance policies required shall provide that thirty (30) days prior to cancellation,
suspension, reduction or material change in the policy, notice of same shall be given to the
County Risk Manager by registered mail, return receipt requested, for all of the following
stated insurance policies.
If any of the insurance requirements are not complied with at the renewal date of the
insurance policy, payments to the Contractor shall be withheld until all such requirements have
been met, or at the option of the County, the County may pay the renewal premium and
withhold such payments from the moneys due the Contractor.
All notices shall name the Contractor and identify the agreement by contract number or some
other form of identification necessary to inform the County of the particular contract affected.
A. Workers Compensation and Employers Liability Insurance. The
Contractor shall procure and maintain for the life of the contract,
Workers Compensation Insurance, including Employers Liability
Coverage, in accordance with the laws of the State of Washington.
B. General Liability (1) - with a minimum limit per occurrence of
one million dollars ($1,000,000) and an aggregate of not less than two
million dollars ($2,000,000) for bodily injury, death and property
damage unless otherwise specified in the contract specifications. This
insurance coverage shall contain no limitations on the scope of the
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protection provided and indicate on the certificate of insurance the
following coverage:
1. Broad Form Property Damage with no employee exclusion;
2. Personal Injury Liability, including extended bodily injury;
3. Broad Form Contractual /Commercial Liability including
completed operations (contractors only);
4. Premises - Operations Liability (M &C);
5. Independent Contractors and Subcontractors; and
6. Blanket Contractual Liability.
(1) Note: The County shall be named as an additional insured parry under this policy.
C. Automobile (2) - with a minimum limit per occurrence of
$1,000,000 for bodily injury, death and property damage unless
otherwise specified in the contract specifications. This insurance shall
indicate on the certificate of insurance the following coverage:
1. Owned automobiles;
2. Hired automobiles; and,
3. Non -owned automobiles.
Contractor carries $1,000,000 in vehicle insurance and 2,000,000
in pesticide /general liability insurance and has proof of insurance
certificate.
(2) Note: The County shall be named as an additional insured party under this policy.
Any deductibles or self - insured retention shall be declared to and approved by the County prior
to the approval of the contract by the County. At the option of the County, the insurer
shall reduce or eliminate deductibles or self - insured retention or The Contractor shall procure
a bond guaranteeing payment of losses and related investigations, claim administration and
defense expenses.
The Contractor shall include all subcontractors as insured under its insurance policies or shall
furnish separate certificates and endorsements for each subcontractor. All insurance provisions
for subcontractors shall be subject to all of the requirements stated herein.
Failure of The Contractor to take out and /or maintain any required insurance shall not
relieve The Contractor from any liability under the Agreement, nor shall the insurance
requirements be construed to conflict with or otherwise limit the obligations concerning
indemnification.
It is agreed by the parties that insurers shall have no right of recovery or subrogation
against the County (including its employees and other agents and agencies), it being the
intention of the parties that the insurance policies so affected shall protect both parties and
be primary coverage for any and all losses covered by the above described insurance. It is
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further agreed by the parties that insurance companies issuing the policy or policies shall have
no recourse against the County (including its employees and other agents and agencies) for
payment of any premiums or for assessments under any form of policy. It is further agreed
by the parties that any and all deductibles in the above described insurance policies shall be
assumed by and be at the sole risk of the Contractor.
It is agreed by the parties that judgments for which the County may be liable, in excess of
insured amounts provided herein, or any portion thereof, may be withheld from payment due,
or to become due, to The Contractor until such time as the Contractor shall furnish additional
security covering suchjudgment as may be determined by the County.
The County reserves the right to request additional insurance on an individual basis for extra
hazardous contracts and specific service agreements.
Any coverage for third party liability claims provided to the County by a 'Risk Pool" created
pursuant to Ch. 48.62 RCW shall be non - contributory with respect to any policy of insurance
the Contractor must provide in order to comply with this Agreement.
If the proof of insurance or certificate indicating the County is an "additional insured" to a
policy obtained by the Contractor refers to an endorsement (by number or name) but does
not provide the full text of that endorsement, then it shall be the obligation of the Contractor
to obtain the full text of that endorsement and forward that full text to the County.
The County may, upon the Contractor's failure to comply with all provisions of this
contract relating to insurance, withhold payment or compensation that would otherwise be
due to the Contractor.
7.2 Miscellaneous Insurance Provisions.
A. The Contractor's liability insurance provisions will be primary
with respect to any insurance or self - insurance programs covering the
County, 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
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required by the Contract are not intended to be an indication of
exposure, nor are they limitations on indemnification.
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 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.
Section 8. Independence
The Contractor and the County agree that the Contractor is an independent
Contractor with respect to the services provided pursuant to this agreement.
Nothing in this agreement shall be considered to create the relationship of
employer and employee between the parties hereto. The Contractor shall not be
entitled to any benefits accorded County employees by virtue of the services
provided under this agreement. The County shall not be responsible for
withholding or otherwise deducting federal income tax or social security or for
contributing to the state industrial insurance program, otherwise assuming the
duties of an employer with respect to employee.
Section 9. Assignments and Subcontracting
The Contractor shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the County.
Section 10. Termination
A. The County reserves the right to terminate this contract in whole or in part,
without prior written notice, in the event that expected or actual funding from
any funding source is withdrawn, reduced, or limited in any way after the
effective date of this agreement. In the event of termination under this clause,
the County shall be liable for only payment for services rendered prior to the
effective date of termination.
B. This Agreement may also be terminated as provided below:
1. With 14 days' notice by the Board of County Commissioners (or their
designate) for non - performance of the specific job duties listed in Exhibit
A. Contractor may cure the default or non - performance during the 14
days that notice of termination is pending.
2. With 14 days' notice by the Contractor by voluntary resignation.
Section 11. Modification
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This Professional Services Agreement may be modified at any time by written
agreement of all parties
Section 12. Intezrated Agreement
This Agreement together with attachments or addenda represents the entire and
integrated agreement between the County and the Contractor and supersedes all
prior negotiations, representations, or agreements written or oral, between the
parties. This Agreement may be amended only by written instrument signed by
both County and Contractor.
Approved this day of , 2015.
BOARD OF COUNTY COMMISSIONERS
JEFFERSON COUNTY, WASHINGTON
Commissioner
10,000 Years Institute, Jill Silver, Director (Contractor)
ATTEST:
Clerk of the Board
APPROVED AS TO FORM
Axton � Jam, J�'y
David Alvarez, Chief Civil putt' Prosecutor
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EXHIBIT A
STATEMENT OF WORK
10,000 YEAR INSTITUTE
I. WORK STATEMENT
Contractor shall perform the following duties consistent with adopted Noxious Weed
Board policies and programs to the satisfaction of Jefferson County Extension.
1. Coordinate crew hiring training and fieldwork on Poison Hemlock in the Port Hadlock area.
2. Work with the City of Port Townsend to manage Poison Hemlock fieldwork in and around
the City of Port Townsend.
3. Manage the county road wild chervil control program initiation, hiring a contractor crew and
responding to the first fieldwork to be conducted by the end of May.
4. Training the new Noxious Weed Control Coordinator.
5. Working on enforcement action for properties containing Poison Hemlock.
6. Outreach and education with the public, county and other land managers.
7. Total funds for the Contractor not to exceed $2499.00. Hourly rate is $27.50.
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